The Warriors With Silver Eyes
by ZENxRaider23
Summary: Long ago, those born with Silver Eyes were destined to become great warriors. Grimm feared their presence, and the strongest of them could slay the beasts with a single look, but they like many heroes before them had fallen. They were considered forgotten and dead, until one night a wayward swordsman met a young rose chasing away a petty thief. The Guardians have returned.
1. You Have Silver Eyes

**A/N: Hey guys, let me first say thank you for giving my story a chance. This is the first one I have written in years and really hope it entertains you. This is an OC RWBY fic so I'll try to keep him realistic and likeable. I'll keep it mostly true to the main story up until the Volume 01 finale, at which point it will become more AU. Anyway, that's enough from me. Onward to adventure!**

 **Disclaimer: I do not own RWBY, only my OCs. RWBY belongs to Rooster Teeth and its late father, Monty Oum. Cover art was drawn by Range Murata.**

* * *

 _Legends; stories scattered through time. Mankind has grown quite fond of recounting the exploits of heroes and villains, forgetting so easily that we are remnants, byproducts, of a forgotten past. Man, born from dust, was strong, wise, and resourceful. But he was born into an unforgiving world. An inevitable darkness, creatures of destruction. The creatures of Grimm set their sights on Man and all of his creations. These forces clashed, and it seemed the darkness was intent on returning Man's brief existence into the void. However, even the smallest spark of hope is enough to ignite change, and in time Man's passion, resourcefulness, and ingenuity led them to the tools that would help even the odds. This power was appropriately named Dust. Nature's wrath in hand, Man lit their way through the darkness, and in the shadow's absence came strength, civilization, and most importantly, life. But even the most brilliant lights eventually flicker and die. And when they are gone... darkness will return. So you may prepare your guardians, build your monuments to a so-called "free world" but take heed, there will be no victory in strength._

 _But perhaps victory is in the simpler things that you have long forgotten? Things that require a smaller, more honest soul._

* * *

The City of Vale was enjoying a quiet night, the shattered moon had already risen high in the heavens and lit the streets with its soft glow. Few cars could be seen yet citizens were still numerous here in the great city's commercial district. Restaurants, bars, and countless shops with a vast assortment of merchandise on display still thumped with life. It was down this unassuming street strode a boy, a teenager in fact of hunter's garb and a shining, blue sword sheathed at his belt. He wore a blue tunic, draped by a darker blue hooded cape, a large sapphire clasping it together across his collar. Faded white trousers ran down his legs into black leather combat boots. While in the middle of possibly the safest place in this section of Remnant, he kept a gloved hand constantly present on the hilt of his sword. Black locks with a blue tint fell across his brow and tied behind in a ponytail reaching just past his shoulders. Youthful silver eyes, marred by a single jagged scar over the left, scanned left and right as they searched for something of great importance. He let out a sigh and stopped a passerby.

"Excuse me," he asked. "I'm new in town, could you point me in the direction of the nearest dust shop?"

"Sure thing kid. You'll want to follow this road two blocks and make a left. It'll be on your left hand side. The place is called From Dust Till Dawn, it's the only shop open at this hour, you can't miss it."

The boy gave his thanks and hurried his step. He wanted to catch the place before it really did close. As he turned the corner, he was surprised to see this particular street completely empty. On top of that, the power also seemed to have been cut, not just to the buildings but to the street lamps as well. All the lights were out save for one shop; the dust shop. His right hand drifted to the SMG hooked underneath his cape, twitching with anticipation as he strode forward cautiously, senses honed to his surroundings for any threat of attack. The night air was suddenly shattered as a man in a black suit was thrown through the window of the dust shop. Drawing his gun, he ran forward fearing a robbery but stopped when he noticed the one responsible.

A girl, a couple years younger than him, wielding a massive mechanical scythe challenged four more men, all garbed in the same uniform. Short, black locks framed her face, tinted in a peculiar red color. She herself wore a long red cape with a hood, similar to his own and was clad in a black blouse and waist cincher with red laces. Her midnight hued skirt displayed a frilly red trim, the belt home to a magazine pouch on her right, with large single rounds along the left. Sheer black stockings hugged her legs, leading down to rugged, buckled combat boots. She reminded him of something out of a fairy tale. Her lithe form swung the scythe in an elaborate display, betraying the obvious strength she possessed. The boy slowed his approach, choosing to instead observe the scuffle as it quickly became apparent the girl did not need his help. She made short work of her opponents, showcasing not only mastery of such an unwieldy weapon but unnatural speed as well, even by hunter standards, incapacitating them quickly but oddly, as the boy noticed, short of being lethal. They were left writhing in obvious pain on the asphalt.

"You were worth every cent, truly you were," came a sarcastic voice.

A final figure came out of the shop, this man in a white suit with a black bowler hat and cane. Ginger locks peeked from underneath and in his mouth was a lit cigar. He kicked a goon as he strode, eliciting a groan.

"Well _Red_ I can say this has been quite the eventful evening," he continued towards the girl, dropping the cigar and crushing it with the end of his cane.

"As much as I'd _love_ to stick around, I'm afraid this is where we part ways."

He then raised his cane towards her, a small sight popping up over the tip. It was at this point the boy decided to intervene.

"Do you usually point guns at little girls or is this just one of those nights for you?" his own firearm trained on the redheaded man. The girl spared him a surprised glance but kept her focus on the man currently threatening her.

"Well well well, isn't _this_ a surprise?" he announced over the distant call of police sirens. "I have Red _and_ Blue gracing me with their illustrious presence tonight. I'm honored, I truly am. But as I have stated already, my time is short. Ciao!"

In a flash of movement, his left hand fell into his coat, pulling out a dust crystal which he ignited with his aura. A flick of his wrist sent the crystal bouncing towards the boy. At the same time, he fired his cane towards the girl, a flare of red dust energy rocketing towards her. Using her scythe, she vaulted over the missile before it could hit her. Two explosions rang out through the streets as the crook made his escape. Disoriented but hardly injured thanks to his aura, the boy quickly scanned his surroundings for the attacker and spotted him scrambling up a fire access ladder. Gun in hand, he took off in pursuit, focusing his aura into his legs and leaping for the roof.

"Mind if I go after them?" the girl asked the aged shopkeeper as he came out of hiding from his ruined shop.

He gave her a shaky nod.

With a smirk, she planted the head of her scythe into the ground and by pulling a hidden trigger, fired a powerful round, using the recoil to launch herself up to the edge of the building. The young pair landed at the same time, confronting the white clad thief.

"Hey!" she yelled out, causing the thief to pause.

"Make one more move and I'm lighting you up," spoke the boy, his SMG trained on the man's back.

"Persistent..." he muttered under his breath

Refusing to turn and face them, a tense few seconds ticked by. His patience was answered as the roar of a bullhead transport rose from an adjacent street. Bright spotlights shown down on the two youths, blinding the temporarily as the white suited man scrambled into the cabin. The lights let up, allowing them a brief reprieve.

"End of the line, kids!" he announced as he threw a red dust crystal at their feet. Recognition lit up in the boy's eyes.

"Move!" he yelled, pushing himself and the girl to the side as a red bolt erupted from the thief's cane.

That same moment, another figure dropped in between them and the crystal, conjuring a violet glyph that shielded them from the blast; a huntress. She was perhaps in her late thirties with braided golden hair and spectacles. A white long sleeved blouse clothed her, neatly tucked into a high set black skirt. A tattered purple cape billowed behind her. Black stockings and heels finished off the display. She huffed in annoyance as she waved what appeared to be a wand. Adjusting her glasses, she swung in a wide arc, firing a volley of violet energy bolts at the bullhead. The armored hull suffered little more than large dents from the impacts. Not one to stand aside during a battle, the boy took aim and fired a hail of bullets from his SMG, the red dust infused incendiary rounds peppering the cockpit. The girl joined him, her scythe collapsing into a high velocity sniper rifle. Thundering cracks announced each round. The red-haired thief stumbled his way to the cockpit as his getaway bird lurched under the combined assault.

"We got a huntress!" the thief yelled at his pilot, who promptly rose from the pilot's chair and headed to the cabin.

The pilot was a woman, clad in a scarlet dress that fell to her mid thigh, decorated with gold embroidery, and glass high heel shoes. Glowing amber eyes were all that had shown from her mostly shrouded face. Her form rippled with the power of flame.

The bespectacled huntress ignored this new assailant for the most part, instead waving her wand as it glowed with the intricate spider-web of Dust energy, conjuring a billowing swirl of storm clouds above the bullhead. From its tendrils, large and sharpened chunks of ice fell upon the craft, embedding themselves into the reinforced steel. The thief, who had since taken the woman's place in the cockpit, struggled to keep the bird airborne under the new assault. He swore out-loud, quickly ducking to the left as one shard easily forced its way through the craft's canopy, showering him with glass.

A wave of the scarlet woman's hand conjured numerous orange glyphs where the trio stood. In haste, the huntress slid the two youths to safety with her wand as she herself nimbly danced out of range of the subsequent explosions. In response, the huntress waved her wand and took full control of the resulting debris, manipulating them into the form of a large spear. A flick of her wrist sent the deadly formation flying at high speed towards her target, only to be met with several volleys of fire that steadily wore it down in size. Switching tactics, the huntress waved her wand once more, splitting the spear into multiple tendrils and surrounding the craft, but the pyromancer had a defensive tactic for this assault as well, throwing both her arms outwards and creating a super-heated shockwave that reduced the debris to ash. Sighting in with her scythe rifle, the girl took careful and precise shots at the woman. Unfortunately the bullets did nothing, easily being stopped by the palm of the sorceress' hand. Needing an escape tactic, the pyromancer cupped her hands together, compressing the molten energy into a tightly packed ball. When she felt it had reached a sufficient level, she launched this ball at her three attackers. The huntress' eyes went wide when she realized how much more powerful this particular attack was in comparison to all the others. Gritting her teeth, she formed a protective sphere around herself and her two unexpected charges.

The explosion rocked the city across several blocks, startling the hapless citizens with its force and volume. The girl in red, despite the protective shielding, was knocked to the ground, alluding to the strength of the explosion. The boy buckled slightly under the force but remained on his feet, awed by the sheer magnitude of the attack. The concrete roof of the building glowed an angry red, flash heated by the sudden assault from the fireball. Drawing upon her deeper reserves of power, the huntress let loose a wave of energy, banishing the smoke and flames from around them, but by the time she was able to send another volley of bolts, the bullhead was already retreating into the night sky. With a frown on her face, the huntress adjusted her spectacles and set to work repairing the ruined roof with her telekinesis.

Sighing, the boy stowed away his gun, approached the girl and held out a hand to help her up.

"They got away this time, but maybe next time they won't be so lucky. My name's Raine, what's yours?" he asked as he pulled her to her feet.

"Ruby," she smiled back to him.

They turned to the woman looking down at them disdainfully. Ruby, for her part, gushed with excitement.

"Oh my gosh, you're a huntress! Can I get your autograph?"

* * *

"I hope you realize that your actions tonight will not be taken lightly, you two. The both of you put yourselves and others in grave danger," the blonde woman scolded.

The pair found themselves in an interview room at the local police station.

"They started it!" Ruby protested.

"To be fair ma'am, this wasn't exactly my first ride," Raine chuckled sheepishly as he rubbed the back of his head.

"Silence!" she punctuated with a slap of what Raine now recognized as a riding crop.

"If it were up to me, the both of you would be sent home tonight," she stated, "with a pat on the back..."

Ruby perked up.

"... and a slap on the wrist." To prove her point, the woman slightly smacked Ruby's hand with the crop, earning a yelp from the terrified girl.

"However that doesn't seem to be the case. Someone here would like to speak to the both of you."

She stood to the side as an older man entered the room. He, like his associate, also wore spectacles. Silver, slightly messy hair adorned his crown and an emerald scarf hugged his neck. A long, black overcoat with gold buttons draped across his figure, long sleeves coming down to white gloved hands. Unlike the woman, Raine recognized this man almost immediately: Professor Ozpin, the Headmaster of Beacon Academy, and he was carrying a plate of cookies.

"Ruby Rose," he addressed the girl first, "and Raine Zaffre." He turned to the boy.

Both sat up in rapt attention.

"The two of you... have silver eyes," he spoke as if deciphering a puzzle. The two youths looked to each other in confusion, discovering the other did indeed have silver eyes.

"So!" continued Ozpin. "Where did you learn to do this?" he asked Ruby as he pointed towards the woman's scroll, showing a recording of the street fight.

"S-Signal Academy?" she hesitantly answered.

"An entry level school taught you how to wield one of the most dangerous weapons ever designed?"

"Well, one instructor in particular!"

"I see," he continued. At that point, he set the plate down in front of her.

Ruby's eyes shot back and forth between Ozpin and the cookies. A pale hand slowly reached forward and took a cookie. She ate one, then another as her smile grew. In no time at all, she ravenously inhaled cookie after cookie, not even crumbs were safe.

"You uh... gonna share those at all?" asked Raine as he watched her vacuum the entire batch.

She nodded once and pushed the plate towards him, allowing him to eat the very last one.

"I only know of one person who can wield the scythe with such ease..." continued Ozpin. "...a dusty old crow."

Ruby mumbled an affirmation through a mouthful of cookie.

"Pardon me?"

She swallowed and giggled nervously.

"Sorry, that's my Uncle Qrow, and he's a teacher at Signal. I was complete garbage before he took me under his wing, but now I'm all whooowaah watttchaaa!" she described animatedly, complete with hand gestures.

"So I've seen," replied Ozpin with a slight smile. "And what is an adorable little girl such as yourself doing at a school designed to train warriors?"

"Well... I want to be a Huntress."

"You want to slay monsters?"

"Yeah! I only have two more years at Signal and then I want to apply to Beacon. You see, my sister is starting there this year and she's trying to become a Huntress. I'm trying to become a Huntress because I wanna help people!" she rambled on. "Our parents always taught us to help people and I thought 'Oh might as well make a career out of it' heheh, and sure the police are good and all but Hunters and Huntresses are just so much more cool and romantic and exciting and gosh you know?" she squealed.

The woman fixed Ruby with a deadpan expression.

"Very interesting," chuckled Ozpin before he directed his attention towards Raine.

"Raine... you, unlike Ruby, I have already heard about and in great detail I might add."

Raine raised a brow and slightly stiffened at the remark.

"How so?" he questioned carefully.

Ozpin waved at the scroll, the recording now switching to one of Raine. This time, unlike Ruby who fought criminals, he was locked in a deadly dance with Grimm in a rural village. Ruby watched in awe as the older boy effortlessly wielded a pair of broadswords, twisting, turning and flipping about as he cut down one Grimm after another, mostly beowolves with the occasional ursa. The camera panned right just as Raine focused his aura into his weapons and with two mighty swings, sent a pair of crescent shaped energy waves towards an advancing group. The blades cut through them smoothly.

"One of my huntsmen had been called to the neighboring village of Oakwatch just outside the city walls to fend off a pack of Grimm. Imagine his surprise when he found you there already."

"You're already a Huntsman?" Ruby asked excitedly.

"N-not really," Raine denied. "I just had a really good teacher. Besides, I was just resting there when the Grimm showed up. I didn't want anyone dying when I could have helped them."

Gunshots echoed from the recording as Raine emptied a clip into the belly of a beowolf that tried to tackle him. They took a tumble to the ground, the Grimm's bloodied corpse being kicked aside by its would-be prey.

"And what do you mean by resting?" asked Ozpin.

"I've been traveling from Vacuo for the past month or so. Oakwatch was supposed to be my last stop. I was headed here to apply to Beacon."

"On foot?" continued Ozpin, raising a brow.

"Yeah..." he exhaled.

"And what compelled you to cover half the continent of Sanus for your education when you could have applied to Shade Academy in Vacuo?"

"Call it training I guess," he answered, dodging the question.

"The main mode of transportation between kingdoms is either by air or sea. To do so cross country is akin to suicide, you do understand correct?"

Raine's patience was starting to wear thin.

"With all due respect sir, what is this about? The way I see it, Ruby and I are innocent and the only people that got hurt tonight were those thieves."

Ozpin tilted his head. "Do either of you know who I am?"

"You're Professor Ozpin, the Headmaster at Beacon," Ruby answered immediately.

Ozpin, who had seated himself, leaned forward across the table. "You want to come to my school?" he directed the question to the both of them.

That was something Raine did not expect; a direct invitation from the Headmaster of one of the most prestigious hunting academies in Remnant. Ruby... looked as if she had received a gift from Oum himself.

"More than anything in the world," she breathed. He turned his gaze towards Raine.

"I... I would be honored to," he answered, still dumbstruck that this was happening.

Ozpin gave a questioning gaze to his associate. She scoffed and looked away, rolling her eyes.

With a broad smile on his face and eyes squinted shut, "Well alright."

* * *

Raine let out a long breath as he shut the door of his hotel room. He expected to have to work when he arrived in Vale before he would get accepted into Beacon, yet here he was now with an open invitation from Ozpin himself on his second day. He pulled the letter out of his pocket for reassurance. The woman who gave him and Ruby's official documents, Glynda Goodwitch, was also a teacher at Beacon and happened to be the assistant headmistress. The instructions were clear; be at the airstrip on the north side of Vale by 8am tomorrow. Raine set aside his cape on the vacant bed of the room and disrobed of his gear. It took only a few minutes to wash up and change into his sleeping attire, dark blue sweatpants and a white t-shirt, but he found sleep wouldn't come to him for hours. His mind was still racing, sure with the sudden entry into Beacon but mostly on the young girl he ran into by chance.

"Ruby," he spoke to the darkness of his room.

She was beside herself with excitement as they left the police station. With a quick hug of farewell and best wishes of running into each other again at school, she took off into the night back to Signal with that ridiculous speed of hers, leaving behind a flurry of rose petals in her wake. The thought brought a smile to his face, he was confident he made a friend tonight. She was eager, pure of heart, adorable in every sense of the word, and an incredible huntress in training. But what stuck to him the most was what Ozpin said to them when he first walked in; we had silver eyes. Raine knew of the old legend from his teacher and guardian, Urdin; the silver eyed warriors, humans of immense prowess capable of killing Grimm with a mere look. Raine sighed and rolled over; he couldn't dwell on all of this now, as tomorrow was an early day. Still, he intended to comb the Beacon Library for any information besides the folklore that everybody knew. With any luck, he would find far more than a simple children's book full of fairy tales. Most importantly though, he was no longer the only supposed "Silver Eyed Warrior." The thought brought a smile to his face as he drifted into blissful unconsciousness.

* * *

 **A/N: And there you have it folks, chapter one of "The Warriors With Silver Eyes." I just want to make something clear at the very start to prevent any quick conclusions that I'm playing with couples too early. The main cast is full of teenagers. My OC is also a teenager. Therefor, they're going to still do and think things teenagers would do despite being trained to kill ravenous monsters. Also, most of the first arc is already written, so expect regular updates for now. Finally, I love receiving feedback so if you liked what you read or feel like some writing could be improved, let me know in the review section. Till next time!**


	2. Welcome to Beacon

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

"Oh I can't believe my baby sister is going to Beacon with me, this is the best day ever!"

"Please stop..." Ruby strained to say under the pressure of her older sister's bone crushing hug.

"But I'm so proud of you!" gushed on Yang Xiao Long, a blonde haired girl of 17. To see her little sister aboard an airship bound for Beacon with her was the most amazing thing she could think of.

She wore a tan vest with gold piping over a yellow low-cut crop top with a black crest that resembles a burning heart. The vest has puffy cap sleeves with black cuffs. On the sides of the cuffs, there are two small golden buttons. She wears a brown belt with a buckle, a pouch, and a small banner-like object. The same burning heart crest appears on this banner, except golden in color. She wears black shorts under her belt, which resembles a pleated skirt in the back. Over the short shorts but under the belt is a white asymmetrical back skirt. Aside from an orange infinity scarf around her neck, she had no discernible jewelry. She wears brown knee-high platform boots that appear to be made of leather, with orange socks of different lengths. Her left leg also has a gray bandanna-like object wrapped around the top of her boot. She wears fingerless black gloves underneath her weapons, which resemble two yellow mechanized gauntlets with a black design. Long, messy gold locks cascaded down her back and past her waist.

"Really sis... it was nothing."

"What do you mean? It was incredible! Everyone at Beacon is going to think you're the bee's knees!"

"I don't want to be the 'bee's knees' ok?! I don't want to be any kind of knees! I just want to be a normal girl with normal knees."

"What gives Ruby? Aren't you excited?"

Both girls jumped at the new voice as a boy in blue approached them, a black duffel bag slung over his shoulder.

"Raine!" Ruby rushed over to him and gave him an excited hug, drawing a curious and suggestive glance from her sister and catching the swordsman by surprise.

"Oh? And who is this young man Rubes? Your secret boyfriend?" Yang teased.

Ruby yelped in embarrassment, pink dusting her cheeks as she half released/half shoved Raine for distance. "Of course not! He's just a friend I met yesterday with Professor Ozpin!"

Yang, while quite protective of her sister, also couldn't resist pressing a few buttons especially when boys were involved. She was too introverted around people her age anyway so the fact that she was already acting this familiar with a brand new face warranted plenty of teasing.

"Just a friend huh? Then I guess you don't mind if I... observe for myself?" she spoke lowly with a purr, strutting with obvious sway. "I'm afraid my sister forgot her manners. I'm Yang Xiao Long, and you are tasty..."

"H-hi there! I'm Raine," he laughed, turning beet red as he tried to hang on to his composure. She was a few inches taller than he was, putting his eyes almost at direct level with her well endowed and accented chest.

"If it's all the same to you," he struggled not to stutter, "Like she said, Ruby and I just met, we've barely known each other for even 24 hours."

Yang smiled to him and winked.

"I know, I just like giving her a hard time." Her gaze then caught a deadly glint, lilac eyes flashing crimson. "And by the way, I'll rip your world a-fucking-sunder if you do anything to her." And like that it was gone, replaced by a closed-eye grin. "Kay?"

"Yes ma'am!" he nodded furiously.

"Awesome! Looks like we'll be the best of friends!"

He let out a long breath of relief, a massive drop of sweat sliding down the back of his head.

 _"Dodged a bullet there I guess."_

"Yang stop terrifying him! You're worse than dad!"

"Someone's gotta do it when he's not around."

Raine turned his attention to the holoscreen, ignoring the bickering siblings. A news report of last night's robbery was playing, and now Raine had a name to go with the face of the thief he and Ruby fought; Roman Torchwick. Thankfully, there was no mention of the two of them or their involvement, probably Ozpin's doing. The reporter then swapped to an update on an incident with the White Fang, a Faunus Rights movement that had suddenly turned violent the previous year, but was interrupted by a recording of Glynda Goodwitch. Raine listened for a few moments but tuned it out when he realized it was just a stock greeting for new students. Instead he turned his attention out the port windows. He gazed in awe as the ship turned about to give its passengers a full view of Beacon Academy.

A cluster of glorious and intricate spires made up the heart of the grounds, flanked and surrounded by numerous smaller buildings. Leading up to it was a grand plaza of gardens, statues, and fountains all arranged in patterns to accent each feature. Two rivers, one on each flank, met in the middle of this plaza. Connecting that to the landing platform was a long causeway decorated with ivory arches and wrought-iron street lamps. The platform itself was fairly standard and situated on the edge of sheer cliff face. An additional stairway and elevator system wound its way down the cliff face to a small dock. All those months he spent trekking in the wilderness was finally paying off. He barely noticed Ruby and Yang join him at the window.

"Look! You can see Signal from up here!" She grew calmer. "I guess home isn't too far off after all."

"Beacon's our home now," Yang assured her, putting an arm around her little sister.

Yes it was. For the next four years. Their reverie was interrupted though when another passenger, a teenage boy with shaggy blonde hair, blue eyes, and wearing some novice combat armor struggled to hold his lunch. Raine pressed himself as close to the window as possible to give the boy a wide berth as he stumbled by, swaying dangerously close to Ruby and Yang.

"I guess the view isn't for everyone," Yang commented.

"It was nice while it lasted," replied her sister.

"I wonder who we're going to meet?"

"I just hope they're better than vomit boy..."

A smell drifted up first into Raine's nose, then to the two girls. Ruby was the first to notice what it was.

"Oh Yang, gross! You got some puke on your shoe!"

"Grossgrossgrossgrossgrossgrossgrossgrossgrossgross!"

"Ewww, get away from me, get away from me!"

Raine sighed.

"Welcome to Beacon."

Thankfully the rest of the trip wasn't for very long. The vessel steadily came alongside the connecting bridge and with a hiss the doors slid open. "Vomit Boy", as Ruby referred to earlier, was the first one off as he scampered to the nearest trash-bin. The trio shuddered as they listened to him empty his stomach. Yang, to her credit, was able to wash off her shoes in the restroom in the ship's cabin so at least the stench of puke wasn't going to follow them around all day. All that was forgotten as they stepped out into the fresh air.

"Whoooaaaa!" the two girls breathed as they drank in the sight of the Academy proper.

"The view from Vale has got nothing on this," Yang stated approvingly. It was then Ruby's turn to squeal.

"Ohmigosh sis! That kid's got a collapsible staff!" She clung to Yang's arm like an over-excited puppy. "OHHHH, and she's got a fire sword!"

Ruby was getting ahead of herself and was already on her way prancing. With a shake of her head, Yang yanked her back by her hood.

"Ow owww," she whined.

"Easy there little sis, they're just weapons."

" _Just_ weapons? They're an extension of ourselves; a part of us! Oh they're so cool..."

"Why can't you just swoon over your own weapon? Aren't you happy with it?" questioned Yang.

To make her point, Ruby extended her scythe from its portable form to its full size.

"Of course I'm happy with Crescent Rose. I just really like seeing new ones. It's like meeting new people," she started deflating. "But better..."

"It shouldn't be that hard Ruby. While you're here you can try making some new friends of your own," Raine chimed in as he ruffled her hair.

She lightly smacked his hand away.

"But why would I need friends when I have both of you?"

"Welllll..." Yang started slowly as she was suddenly surrounded by people. "Actuallymyfriendsarehererightnow,gottagocatchup,seeyalaterbye!"

She sprinted past with her mob, leaving Ruby spinning in place like a clumsy top.

"Wait! Where are you going? Aren't we supposed to be going to our dorms? Where are the dorms? Do we even have dorms? I don't know what I'm doing..." she groaned, dizzy and stumbling.

She stepped backwards into a stupefied Raine, the both of them falling into a luggage cart laden with heavy, white cases.

"Hey Ruby? Your elbow is kind of in my stomach," grunted Raine.

"Oh no, I'm sorry!" she gushed as she tried to scramble to her feet. She only succeeded in tripping over another case.

"What do you two think you're doing?" cried a shrill voice.

The pair were confronted by what Raine considered possibly the palest girl he'd ever seen, with icy blue eyes and a frigid aura to match, dressed in white and light blue, with a touch of red. Her snow white hair hangs in a long, off-center ponytail, at the base of which sat a silver tiara. She wears a pale blue bolero jacket over a similarly colored thigh-length dress with a piece of black lace making up the neckline of the dress. The inside of the bolero is red and the sleeves turn blue as they get closer to her wrists.

"I'm sorry!" Ruby apologized again, this time to the girl as she tried backing away from the overturned cases.

"Sorry? Do you have any idea what kind of damage you could have caused?" she directed all of her ire on Ruby now, turning away from Raine.

The back of the bolero, he noticed, displays a crest, which bears a resemblance to a snowflake. Raine had a moment of clarity as he recognized the symbol from previous studies; the crest of the Schnee Family, a powerful Dust Dynasty from Atlas.

"Uhhh..." Ruby replied nervously as she handed a case to the "Snow Princess".

"Gimme that!" she snapped as she snatched it away. "This is Dust, mined and purified from the Schnee Quarry."

"Ummm..." Ruby tried to get her bearings, but Princess assumed it was just ignorance.

"What are you, brain dead? Dust? Fire? Water? Lightning? Energy?"

At this point she had opened the case and removed a vial, a red one, shaking the container to punctuate each word. Unfortunately, she was doing all of this directly into Ruby's face, and with each shake came a fresh cloud of the volatile mixture.

"Are you even listening to me? Is any of this sinking in? What do you have to say for yourself?!"

At this point Raine had to step in. "Hey you might want to put that away, she's about to-"

"ACHOO!"

That was all that was needed to set it off. A small, fiery explosion mixed with some sparks and snowflakes rang out across the courtyard, covering all three in a light layer of soot. The red vial had gotten blown out of the girl's hand and bounced away towards another student.

"Unbelievable! This is exactly what I was talking about!"

Ruby no longer could form words, shrinking in on herself as she poked her index fingers together.

"It's ok," Raine spoke up. "It was an honest mistake, she didn't mean to hurt anyone."

"No one asked you!" she rounded on him. "What are you two even doing here? She's clearly too young and you look like you got spit up by a Deathstalker! The likes of either of you have no business at the most prestigious hunting academy in the world!"

Now Raine's ire was growing. "Hey she already apologized alright? And I didn't think being a literal stuck up princess was a prerequisite!"

"How dare you!"

"It's heiress actually."

All three turned their attention to the new voice. There stood another girl, about Raine's height. Her skin was just a bit darker than Ruby's. She has long, wavy black hair, and her eyes are amber, complemented by light-purple eye shadow flaring backwards. Her eyes are slightly tilted upwards at the ends, giving her a somewhat catlike appearance. Perched atop her head sat a midnight black bow. She wears black, low-heeled boots and stockings that start off black at her hips but slowly fade to purple as they reach her boots. Black ribbons hang from both arms, with a detached sleeve and a silver band on her left. She wears a black buttoned vest with coattails, and a white sleeveless undershirt that exposes part of her midriff with white shorts that may be connected to her shirt, although it is partly obscured by the vest. Both legs of her shorts have a zipper down the front, but whether they had practical use or were just a fashion aspect, Raine couldn't tell. To finish off the look, she wears a black, collar-like scarf around her neck. Barely glancing from the book she carried, she continued her explanation, a vile of red dust sitting in her other hand.

"Weiss Schnee, Heiress to the Schnee Dust Company, one of the largest producers of energy propellant in the world."

Weiss perked up with a new level of haughtiness. "Finally, some recognition well deserved."

"The same company infamous for its controversial labor forces and questionable business partners."

"What the- the nerve of-," Weiss sputtered over her words at the accusation. Ruby couldn't help herself and started giggling.

"Ugh!"

Snatching the vile of dust from the girl's hand, Weiss stomped off, thoroughly fed up with their company. At that point, two men in suits and dark sunglasses stepped forward to retrieve the scattered cases.

"You alright Ruby?" asked Raine as he cleaned himself off. "You seem a little shaken up."

"Yeah, yeah I'll be fine..." she sighed. She turned to the girl in black. "Hey thanks for stepping in like-" but said girl was already walking away. "that..."

"Not bad for a first day huh?" Raine chuckled as he rubbed his head.

"Speak for yourself," Ruby lamented. "This is why I don't like socializing."

"Hey uh..." came another voice, this time a male's. "Is it alright if I tag along with you guys? I kinda don't know my way around either."

"Oh hey, it's Vomit Boy," said Raine.

"Aren't you the guy who threw up on the ship?" asked Ruby with a giggle.

"What?" the blonde flinched.

"Sorry, but Vomit Boy was the first thing that came to mind," Ruby laughed nervously.

"Yeah? Well how would you like it if I called you Crater Face?"

"Hey, that was an accident!"

"And motion sickness is a bigger problem than most people let on."

"Ok, so what's your real name?" asked Raine.

The blonde puffed out his chest with pride.

"Jaune Arc! Short, sweet, rolls off the tongue, and the ladies love it."

"Do they?" Ruby snickered.

"They will! Or at least, I hope they will... ya know my mom always said- nevermind..."

She openly laughed at his embarrassment. "Sooooo Raine! What kind of weapons do you have?"

"Huh? Oh yeah, you only kinda saw one of them in the fight last night."

They started walking and he pulled his sword free. Ruby cooed at the sight of it. It was a double edged broadsword about a meter long. The polished steel showed it was well maintained and the runes etched into the flat of the blade shone brightly in the sun. Her gaze crawled down to the guard, deep blue in color and angled slightly upwards. A couple switches were embedded in the hilt, but she could only guess at what they were for.

"This is Tempest, I forged her when I was 10," he said with pride.

"Wait you actually made that?" Jaune asked with awe.

"It's beautiful," sighed Ruby.

"The physical aspects yes. My mentor did the runes; they help me focus my aura in battle. Down here..." he angled the sword to give them a proper view of the pommel. "Is hollowed out so I can add a dust crystal if needed, and up here are two switches. One releases a crystal that's been loaded in, and the other..." he pressed down to demonstrate and Ruby squealed. "...splits her into two blades."

The blades were fairly thin but still seemed just as sturdy. When fused together, you'd never tell the sword could do that in the first place.

"They make it a lot easier to fight with if I'm outnumbered."

He tucked Tempest back into its sheathe, fusing the two pieces back together.

"This is what I used last night."

He reached under his cloak at the waist, to grab his firearm.

"His name is Hurricane, a modified MP5 submachine gun with a reflex scope and made with resistant alloys to allow use of dust infused rounds."

The body of the gun was carved and painted to resemble a stormy sea.

"Way cool!" said Ruby as she extended Crescent Rose to full size.

"WHOA! Is... that a scythe?" Jaune jumped back in fear.

"It's also a fully customizable high impact sniper rifle."

"Wha...?"

"It's also a gun."

She smirked, cocking back the bolt for effect.

"Oh! That's cool!"

"So how bout you?"

"Oh, well I got this sword!" he said, pulling it free from its sheathe.

"And a shield too." He jerked the sheathe and it extended into a full kite shield.

"Ooooo, so what do they do?" she pressed.

At that moment, Jaune's shield "jumped" with a click, sending it bouncing around as he desperately juggled to get it back in his grip. Raine raised a brow.

" _Is this guy serious?"_ he thought as he watched the ridiculous display.

"Well... it gets smaller! So if I get tired of carrying it I can just... put it away," he explained, steadily deflating in the face of more awesome weapons.

"But doesn't it still... weigh the same...?" asked Ruby.

"... yeah."

Ruby laughed nervously as she caressed Crescent Rose. "Sorry, I'm a bit of a dork when it comes to weapons. I probably went a bit overboard when I designed her."

"Huhh?! You designed it?" Jaune said with incredulity.

"Yeah, all students at Signal forge their own weapons. Didn't you make yours?"

Jaune shook his head as he looked at his sword. "No, it's a hand-me-down. My great great grandfather used it to fight in the war."

"A family heirloom then," added Raine. "Nothing wrong with that, we all started somewhere."

"Yeah," added Ruby. "Not many people appreciate the classics. I like it!"

"Yeah, you're right." Jaune had a small smile on his face as he sheathed the blade away.

"So, where are we going?" asked Raine.

The other two paused.

"We were following you," answered Ruby.

"Does this place have a food court?" added Jaune.

Raine sighed and brought a palm to his face.

* * *

The amphitheater and the location of the welcoming ceremony was fairly easy to find once they backtracked to the main causeway. Just in time too, the place was packed with the entire first year class. Thankfully, picking out Yang from the crowd was easy, they could spot her mane of gold locks from a mile away. It helped that she had already seen them and was waving frantically.

"Ruby! Raine! I saved you guys some spots!" she called out.

"Oh jeez, sorry Jaune we gotta go. See you after the ceremony!" Ruby blurted out then grabbed Raine by the hand, dragging him to her sister.

"Hey wait! Aw man, now where else am I going to find a nice, cute, quirky girl talk to?"

Yang bounced on her heels as the pair joined her.

"Wow, already holding hands now? What did I miss?"

"Yang!" they both cried out as Ruby quickly threw his hand aside, the two teens glowing red at the blonde's teasing.

Yang just smiled.

"So? How's my baby sister's first day going?"

"You mean before or after you ditched me and I exploded?"

"Are you being sarcastic?" Yang asked in a sing-song voice.

"No! I wish I was. First I tripped over some crabby girl's luggage, then she guilt tripped me, and then I sneezed, and then I exploded, and then she yelled at me some more! And I felt really, really bad and I just wanted her to stop yelling at me!"

"Uh, Ruby?" Raine tapped her on the shoulder.

"What?"

"YOU!"

Ruby jumped at the sudden outburst from Weiss, who came over during her rant.

"Oh God, it's happening again!" Ruby lamented as she shivered in her sister's arms.

"You're lucky we weren't blown off the side of the cliff!" Weiss continued.

"Oh my God, you actually exploded," Yang said with awe.

"It was an accident, an accident!" cried Ruby as she dropped back to her feet. She suddenly found a pamphlet titled "Dust for Dummies and Other Inadequate Individuals" shoved into her face by the Schnee Heiress.

"What's this?"

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product. Although not mandatory,the Schnee Family highly encourages their customers to read and familiarize themselves with this easy-to-follow guide to Dust application and practice in the field."

"Huh?"

Weiss huffed. "You really want to start making things up to me?"

"Absolutely...?" Ruby replied with fear.

"Read this and never speak to me again."

Weiss shoved the pamphlet into Ruby's chest and turned away.

"Look, obviously you two just got off on the wrong foot," interjected Yang, trying to be the mediator. "Why don't you just start over and try to be friends?"

Weiss shot her a glare.

"Good idea sis," Ruby agreed. "Hello Weiss, I'm Ruby," she said, holding out her hand. "Wanna hang out? We can go shopping for school supplies-"

"Sure! And then we can paint our nails, and try on clothes, and talk about cute boys like tall, blonde, and scraggly over there!" Weiss interrupted with obvious sarcasm, her thumb thrown at an oblivious Jaune behind her.

"Really?" Ruby lit up.

The heiress' expression fell into a deadpan.

"No."

Silence fell over the amphitheater suddenly as Headmaster Ozpin took the stage. He cleared his throat as he approached the microphone, with Professor Goodwitch at his flank and the rest of the Academy teachers lined up behind him.

"I'll keep this brief," he began as he adjusted his spectacles. "You have traveled here today in search of knowledge. To hone your craft and acquire new skills. And when you have finished, you plan to dedicate your life to the protection of the people. But I look amongst you and all I see is wasted energy, in need of purpose and direction. You assume knowledge will free you of this but your time at this school will prove that knowledge can only carry you so far."

Weiss looked down in a moment of what seemed to be hesitance, wringing her hands nervously like a child whose hand got caught in a cookie jar, Yang narrowed her eyes slightly at his partially condescending tone but stayed silent, and as for Ruby... she drank in every word.

"It is up to you to take the first step."

Raine puzzled over the Headmaster's words, expecting something more uplifting for the start of term. Writing it off as simply part of the man's character, the swordsman waited patiently as Professor Goodwitch step forward to the microphone once more.

"You will gather in the ballroom tonight. Tomorrow, your initiation will begin; be ready. You are dismissed."

The first years began filing out of the theater, a low buzz rumbling through its halls as they started pre-planning their teams or speculated what the initiation test would be.

"He seemed kinda off," Yang commented.

"Yeah, almost like he wasn't all there," agreed Ruby.

Jaune sneaked up behind them, right next to Weiss.

"I'm a natural blonde, you know," he declared with a goofy smile.

The Heiress sighed with frustration as she palmed her face.

* * *

That evening found the entire first year class crowded in the school's ballroom, curtains drawn over expansive windows and sleeping bags set up in rows with little room for personal space. The gang had since changed into their sleeping clothes, save for Raine who had yet to come back. Ruby, dressed in a black tank top and pink sweatpants with roses, was scratching away in her notebook.

"It's like a _biiiig_ slumber party!" cheered Yang as she dropped beside her. Like Ruby, she also was dressed in a tank top but with cotton shorts, and hers were orange and black.

"I don't think dad would approve of all the boys though," replied Ruby.

"I know I do..." her sister retorted with a saucy grin. She growled as she observed some... specimens of tasteful physique showing off.

"Mama likey..." she growled, rolling her tongue in a delighted purr. She then shuddered as Jaune strode in front and locked eyes with her, wearing a sky-blue onesie.

"Whatcha doing?"

"Just writing a letter back to the gang at Signal. I promised to tell them all about Beacon and how things are going."

"Awww, that's so cuuuuute!" Yang gushed.

"Shut up!" Ruby threw her pillow into her sister's face.

"I didn't get to bring any of my friends to school with me; it's weird not knowing anybody here!"

"What about Jaune? He's... nice. And you came here with Raine too! It doesn't matter you only knew him for a day, that's the fastest I've ever seen you open up to someone. See? Two friends already! That's a 200% increase!"

"Pretty sure Weiss counts as a negative friend... back to one."

"You can't have negative friends, only enemies. Besides, even one is better than none," her sister chimed back. "And speak of the devil!"

Ruby looked up to see Raine coming from the bathrooms, his sleeping bag rolled up and tucked underneath his arms. To her chagrin, and praying to God her sister didn't notice, pink did dust her cheeks. The cloak and tunic hid most of it, but now that they were gone and only a white undershirt and loose shorts remained, she could see clearly that he took very good care of himself. Even the scar over his silver eye seemed sexier... No! Stop it Ruby, bad thoughts! This was not the time nor place. In need of a distraction, she put all of her focus into finishing her letter, refusing to glance at him and for a few moments it worked... until he set his stuff down right next to her.

"Good thing they gave us the entire rest of the day to get familiar with the grounds; I swear this place is like a maze," he commented as he made himself comfortable.

"Uh huh," Ruby said offhandedly, beet red and scribbling furiously. At this point it stopped being a letter, just pencil scratches to feign written word.

Raine glanced at Yang in confusion.

"Ok what's up with her?"

Yang smiled saucily and sauntered over to the bewildered swordsman with an extra sway in her hips. Oh this was going to be fun.

"Ruby's just going through that weird age all girls go through when they stop seeing boys as 'icky'. You could say all the boys in this room are just giving her a sensory overload. Or maybe there's just the one that's getting her all hot under the collar?"

Raine glanced over at Ruby, who was rocking back and forth with her pillow to her chest, her usually clear complexion stained red to her namesake.

"Shutupshutupshutupshutupshutupshutup..." she repeated under her breath like a mantra.

The boy jumped when he suddenly felt Yang try to mount him, his own face growing almost as red as Ruby.

"So now it's up to big sis to teach her a few things," she declared, leaning down to nip at his neck, her little sister curling into a ball and trying desperately to block out their activity, as well as the naughty thoughts they were creating. Imagine Yang's surprise when she found herself knocked onto her back, without the blue eye candy on top of her. She would have protested too if not for the smirk on his face.

"Not that I don't appreciate the attention," he started, growing more accustomed to her extremely outgoing flirtation, "but I don't think that would be such a good idea."

To make his point, he nodded in the direction behind them, Yang following his hint to a group of first years who weren't nearly as restrained.

"This is just the first test the teachers set up, to see if we could professionally handle a co-ed living environment. This isn't the top school in the world for nothing. I promise you each and every last one of them will be on a plane first thing in the morning with their bags packed, forced to retry next year."

The blonde bombshell whistled.

"Damn, that's a good point actually. Thanks for the foresight."

"Besides, I think if that went any further we would have broke your sister," he laughed, bringing Yang's attention back to the shuddering Ruby.

"Eheheh, I guess I did get a bit more carried away than usual," Yang admitted, sheepishly rubbing her head with her own blush painting her cheeks.

"Ya think?" Ruby shot back, her color returning to normal.

As Yang tried to recuperate her younger sister, Raine's attention was drawn to the sound of a match being struck. He glanced up to see, one row ahead of them leaning against a wall, was the cat-eyed girl who "saved" Ruby from Weiss. She was cozying up with same book from this morning as her little section of the hall was illuminated with the soft glow of a candlestick, the girl wrapped snug in a thick and full fitting dark robe.

"Hey Ruby," he spoke up, getting the two sisters' attention. "Isn't that the girl from earlier?"

Ruby looked up to follow his gaze, and her eyes widened slightly. "Yeah, it is her."

"You know her?" asked Yang.

"Not really. She saw what happened this morning. She ended up leaving before I could say anything."

"Well now's your chance!" declared the blonde.

"Wait what? HEY!" Ruby yelped as her sister yanked her to her feet, Raine following after them.

The girl in question glanced over her book at the nearing commotion. She sighed and tried to ignore it, which only got more difficult when they stopped in front of her.

"Helloooooo! I believe you two may know each other?" announced Yang as Ruby turned away with a pout.

"Aren't you... that girl who exploded?" asked the brunette.

"Uh, yeah! My name's Ruby," she said, holding out her hand. "But uh you could call me crater... ya know what, you can just call me Ruby..." she trailed off.

"Okay," the girl replied simply as she turned back to her book.

"What are you doing?" whispered Yang.

"I don't know, help me!" Ruby shot back under her breath.

"So! What's your name?" asked Yang.

"Blake," the girl answered with an exasperated sigh

"Well Blake, I'm Yang! I'm Ruby's older sister! I like your bow!"

"Thanks."

"Yeah, it goes great with your uh... pajamas!"

"Mhmm."

"Soooo... nice night don't ya think?" continued Yang.

"Yes!" Blake spoke up, setting her book down. "Just as nice as this book, that I will continue to read... after you leave."

She picked it back up, huffing as she lost her spot. Maybe if she threw up her usual walls, they would leave her alone.

"Yeah this girl is a lost cause," Yang declared to her sister.

"What's it about?"

The girls perked up at Raine's question.

"Pardon?" asked Blake.

"Your book," Raine clarified as he sat down with her. "Does it have a title?"

Ruby sent him a look of gratitude. He answered her with a wink.

"Oh," Blake started, caught by surprise. "Well... it's about a man with two souls, one good and one evil, that try to take control over his body."

"That sounds... interesting?" Yang awkwardly supplied.

"I love books," Ruby spoke up, stepping forward and sitting down. "Yang used to read to me every night before bed when we were little. Stories about heroes and monsters, always saving the day and the people around them. They're one of the reasons I want to be a huntress."

For the first time that day, Blake actually cracked a smile.

"Why is that? Hoping we live happily ever after?" she asked.

"I'm hoping we all will," Ruby answered sincerely. "As a girl, I wanted to be just like those heroes in the books, someone who fought for what was right and protected those who couldn't protect themselves."

"That's very ambitious for a child." Blake set her book down, now fully involved in the conversation. "Unfortunately the real world isn't like those in fairy tales," Blake explained to her as her smile faded away.

"I know that," Ruby replied. "That's why there are people like us, huntsmen and huntresses fighting to make the world a better place. Right?"

Yang and Raine shared a smile, sharing the same thoughts about the little rose petal. Such innocence was beautiful to see. It could have been a picture perfect moment, then Yang happened.

"I'm so proud of you!" she said, glomping her sister.

"Cut it out!" protested Ruby, the two getting into a noisy scuffle that drew more than a few stares.

Raine and Blake just watched in amusement as the two sisters quarreled with each other.

"What on earth is going on over here?" came a shrill voice.

"Oh great and now she's here too," muttered Raine, earning a giggle from Blake as Weiss stomped over in a long, snow white nightgown.

"Don't you realize some of us are trying to sleep?"

She locked eyes with Yang, remembering an earlier confrontation they had after orientation.

"Oh not you again!" they yelled in unison. It was almost comical.

"Guys, seriously! Some people really are trying to sleep," warned Ruby, now suddenly very self-conscious.

"Oh so _now_ you're on my side?!"

"I've always been on your side!"

"Right because obviously we're so much worse than the budding orgy in the corner over there," Raine informed them, setting into Weiss with a level, knowing look and a single index finger giving them clear direction.

The heiress blushed furiously when she followed his gaze. Even Blake lost her composure as she tried to hide behind her book. The swordsman then stood up, feeling enough excitement had been had for one day.

"Anyway, as much as I would like to continue I do at least want to try and get some proper rest before Initiation tomorrow morning. Blake, it was a pleasure getting to know you, and hopefully we'll be seeing you sometime tomorrow during the tests."

"Likewise, but I didn't get your name."

"Raine," he replied with a grin. "Raine Zaffre."

"Heiress," he nodded to Weiss.

Weiss' lips remained tightly locked in a frown, but she returned the gesture with a curt incline of her own. Raine sighed as he returned back to his sleeping bag, the girls' earlier fire steadily dying out. With any luck, their Initiation would play out without a hitch, but if past experiences in the field taught him anything, it was that situations could escalate at the flip of a coin. Fortunately, he was far too drowsy to continue dwelling on the matter. As his head hit the pillow, his stray thoughts drifted towards the young rose petal who curled up in the bag next to him. He hoped that awkwardness wouldn't last forever; he rather enjoyed her company, though it seemed she got flustered only whenever her sister got involved.. At least she didn't turn her back to him. No pressure, right?

* * *

 **A/N: And here we have chapter 2. I found it odd how the greeting ceremony had what seemed at least a hundred students, but by the time the next morning came around there were only a handful in comparison. Probably a shortcut taken by Rooster Teeth but I liked my theory much better. After all, in a line of work where you could die the next day, it makes sense that people would be more open with each other. Hey, what else do you expect when a bunch of arguably fit teenagers are left to "sleep" in the same room without any supervision?**


	3. Trials in the Emerald Forest

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

Raine rubbed his head, trying to will away a growing migraine. He'd probably take camping in a Grimm infested wilderness over the shenanigans in the ballroom, and the rambunctious actions of a girl named Nora Valkyrie hanging on the sleeves of one Lie Ren did not help his situation. Still, with Initiation starting on a cliff side overlooking the Emerald Forest, the constant fresh air did help clear his head a bit. As they were now, about 40 of them stood atop spring-loaded platforms. It didn't take a genius to figure out just how this was starting. They stood in a single file line, with Yang to his right and a redheaded girl named Pyrrha Nikos on his left, whom he had met in the locker room earlier today.

Unlike most of the other girls, except for perhaps Yang, she was far better built for combat. She stood a few inches taller than him, years of training shown in honed and well-cut muscles. She wore her waist-level hair in a ponytail, curled slightly into a loose ringlet. Her top consisted of two layers. The top layer was a light-brown, strapless top split divided vertically with some bronze patterns. It appeared to resemble a leather and bronze cuirass, and seemed to be quite stiff, maintaining its shape without support; this layer also seems to have some kind of riveting or small, round embroidery on the sides. The bottom layer is a low bronze V-neck. Pyrrha wore an elastic, black, A-line miniskirt and brown opera-length gloves on both arms. She wore a red ankle-length drapery that appeared to be wrapped around her skirt. Elaborate bronze greaves dressed her thighs, continuing downwards to her bronze, high heeled boots. A bronze bracer decorated her left arm. Strapped to her back was a shield and a collapsible spear.

"Good luck out there Pyrrha, I'm looking forward to doing battle with you," he told her with a smile, extending a fist out to her.

"The feeling is mutual, Raine Zaffre," she answered with a smile of her own, returning the gesture with a tap from her own fist. He then turned to the blonde bombshell.

"Hey Yang?"

"'sup?"

"Told you they would get sent home," he chuckled as he nodded his head to the drastically reduced numbers.

She let out a low whistle. "Wow, they didn't waste any time did they?" she commented.

"Of course we didn't, Miss Xiao Long," came the authoritarian voice of Professor Goodwitch. Headmaster Ozpin leisurely followed her, coffee mug in hand, as they took their places facing the line. "Such... behaviors have no place at this academy, and in the field have shown to prove disastrous to team functionality, increasing mortality rates."

She fixed Yang with a pointed glare. _"Great, she knows. I better thank Raine after all this for saving my neck."_

Ozpin cleared his throat as he addressed the new recruits. "For years, you all have trained to be warriors. Today, those abilities will be tested here, in the Emerald Forest."

Goodwitch stepped forward. "Now I know you have been hearing rumors about team assignments, so allow me to put an end to your confusion. You will be given teammates... today."

"What?" uttered a worried Ruby.

"These teammates will be with you for the rest of your time here at Beacon, so it is in your best interest to be paired with someone with whom you can work well," continued Ozpin.

Ruby's panic only increased.

"That being said, the first person you make eye contact with after landing shall be your partner for the next 4 years."

"...what?!" she cried out.

"Given some recent... disqualifications," he adjusted his spectacles, "there maybe a few teams with an extra hand. For the purposes of this class, each case will be settled in turn based on that group's performance."

Raine and Yang both gave Ruby a wink and thumbs up, calming her slightly but not entirely.

"After you've partnered up, make your way to the northern end of the forest. You will encounter opposition along the way. Do not hesitate to destroy everything in your path, or you will die."

Jaune laughed nervously, swallowing the golf ball sized lump in his throat.

"You will be monitored and graded for the duration of this initiation, but our instructors will not intervene. You will find an abandoned temple at the end of the path, containing several relics. Each team will choose one. You will retrieve these relics and return here to the top of the cliff, defending them and your standing. Are there any questions?"

Jaune hesitatingly raised his hand. "Uh yeah, sir-"

"Good! Take your positions."

"Um sir? I've got uh... a question. Are you going to be like... dropping us off?"

Weiss and Blake were launched from their platforms.

"No, you will be falling."

Ren and Nora were next, the latter giggling madly at the sudden "roller coaster."

"Oh... I see... did you uh, hand out parachutes for us?"

Pyrrha was sent next, followed closely by Raine.

"No, you will be using your own landing strategy."

Yang gave her little sister a wink as she slipped on a pair of shades, rocketing off into the distance. Ruby turned to Jaune and gave him a sympathetic smile, then she was gone too.

"Uhhhuhh... so what exactly is a landing strategYYYYYY!"

Ozpin smiled as he took a sip from his coffee. Interesting indeed.

"I don't care what his transcripts say, that Jaune fellow is not ready for this level of combat," muttered Goodwitch as she tapped away at her scroll.

* * *

Few things gave Raine as big of a rush as free-fall. As he focused his aura for the incoming landing, he took a moment to observe his peers. Weiss made perfect and practical execution of her glyphs as jumping platforms to slow her descent. He also noticed her weapon of choice was a rapier, but at this distance couldn't make out any details. Pyrrha smashed into trees with her shield, her form never buckling from the impacts. He couldn't find Blake anywhere, and assumed she already hit the ground. An explosion rippled next to him. Swinging his head right, he laughed openly at the sight of Yang, firing rounds from her gauntlets to propel herself higher and faster than what gravity would allow. She was having the time of her life. He was nearing the treeline now. Drawing on the energy he stored in the sapphire at his neck, he enveloped himself in a transparent but solid cocoon of energy as he made contact with the trees. He barely felt it as he hit the ground with a roll.

Ruby wasn't far behind, extending Crescent Rose and hooking herself to several branches as she swung down to safe, hard earth. On the outside, she was calm but inside she was screaming.

" _Gotta find Yang! Gotta find Yang, gotta find Yang, gotta... fiiiiind..."_ "Yaaaaang!" she cried out at the top of her lungs.

Her inner monologue continued. _"This is terrible. What if I don't find her? What if someone else finds her first? Come on Ruby, think! Who else do you know here? Maybe Jaune...? He's nice, fun to talk to, and funny! But probably not that great in a fight... Oh! How bout Blake? Calm, confident, and mysterious, and she likes books! But then again I probably wouldn't be able to hold a conversation with her... ugh! How bout Raine? He's strong, he's cute, and we already fought together against that Torchwick guy, but he took off before Yang did! He's probably way ahead of me at this point... dang it, who else do I know at this school? There's Yang, Jaune, Blake, Raine, aaaand..."_

She skid to a stop as she came into a clearing, finding none other than the Ice Princess, Weiss. They shared a look for a few moments. The Heiress showed no outward signs of disdain or hostility, and Ruby's initial anxiety shrank a bit. She showed it with a small smile. Then the girl was leaving.

"Wait! Come back!" Ruby called out. "We're supposed to be teammates..."

Weiss huffed as she struggled through the underbrush. Idiot Crater Face was one of the last people she wanted to be teamed up with. The immature little girl would only slow her down. She sighed as she forced her way into another clearing, only to be drawn to the sound of muttering. She looked up to find Jaune... nailed to a tree by Pyrrha's spear. He chuckled nervously, all the confidence he showed in the locker room that morning completely gone. "Uh, a little help?"

" _No no no no no, and no,"_ she thought as she stomped back the way she came, towards Ruby.

Ruby was snapped out of her lamentations as Weiss pushed past her, grabbing her by the hood while growling, "This does not make us friends."

"You came baaack!"

"Hey wait! Who's gonna get me down from here?" yelled Jaune as he struggled with the spear.

"Jaune?"

He looked down to find Pyrrha smiling up at him. "Do you... still have room on your team?" she asked with a smirk.

"Very funny..." he muttered, but he then smiled too.

Weiss in the mean time trudged along through the underbrush.

"What's the hurry?" called out Ruby.

"I will not let my mission be delayed because you were being too slow," she ground out. "I swear if I get a bad grade because of your- what the?" She was cut off as Ruby appeared in front of her in a flurry of rose petals.

"I'm not slow, see? You don't have to worry about me!"

"How did you-"

"Weiss... just because I don't know exactly how to deal with people doesn't mean I don't know how to take care of monsters. You're about to see a whole 'nother side of me today," Ruby gushed as she put an arm around the Heiress' shoulders. "By the end of today, you're going to be thinking 'Wow, that Ruby girl is really, really, cool... and I wanna be her friend.'"

With that, she disappeared once more, rose petals fluttering around in her wake. Weiss indignantly waved them from her face.

"You may be fast, but you still excel at wasting time!" She was answered only by rustling of leaves and then silence. "Ruby?" she called out. A menacing air seemed to fall over the clearing. Weiss dropped low into a stance, her hand drawing her rapier, Myrtenaster.

"Ruby?" she asked more quietly. This time she was answered by menacing growls. Weiss gulped as numerous pairs of red eyes appeared within the underbrush, piercing her with their gaze. Beowolves. One of them stepped out from behind a tree, the alpha of the pack. Scraggly, black fur covered it's wiry physique, protrusions of bone sticking out here and there, and the bloodied skull mask adorning its face showed numerous scars and scratches. Weiss swallowed the lump in her throat as the rest of the pack began to converge on her, all of them growling in a cacophony of hunger.

" _This is nothing Weiss, you can handle it,"_ she thought. _"Just remember your training. Head up, shoulders back, right foot forward... not that forward!"_ She narrowed her eyes at her target, the alpha himself. If she could kill him, the rest of the pack should scatter. _"Slow your breathing, wait for the right moment to strike and..."_

"Now!" Her sword close to her face and parallel to the ground, Weiss shot forward with her aura, poised with a fire dust crystal primed and ready.

"Gotcha!" announced a suddenly appearing Ruby, her scythe cutting into the same beowolf at the waist. Weiss panicked and stumbled, swiping her sword off to the side as the crystal discharged, sending a torrent of flame into a nearby tree.

The attack wasn't enough to kill it though. With an angry growl, it swiped its claws at Ruby, the girl barely raising Crescent Rose in time to block the attack. She was sent flying backwards by the force, into Weiss.

"Hey watch it!" she bit at her.

"Excuse me, you attacked out of turn! I could have killed you," berated Weiss.

"You'll have to try a lot harder than that..." grumbled Ruby.

The wolves began howling in unison as the two girls backed up together. Ruby loaded a fresh clip into her scythe, cocking back the bolt as she held it at her waist. But the fires from Weiss' failed attack were spreading. They jumped to the side with a yelp when an ignited tree fell beside them.

"We have to go," declared Weiss as she grabbed Ruby's arm. Together they made their escape, the flames covering their tracks and keeping the Grimm from following.

They kept running until they were certain they had finally lost the Grimm. As they slowed to a stop, Weiss bent over at the waist, panting as she tried to catch her breath. Ruby on the other hand was barely even winded.

"What was that?!" she asked. "That should have been easy!"

"Well maybe if you had exercised even the slightest bit of caution in the placement of your strikes, I wouldn't have set the forest on fire!"

Ruby scoffed. "What's that supposed to mean?"

"It just baffles me that someone who can talk so much does so little communication during an encounter."

"I'm sorry that you needed MY help to win in a fight. I can handle myself just fine on my own!"

"Congratulations then on being the strongest 'child' to sneak your way into Beacon. Bravo." Weiss gave a mock bow and turned on her heel, walking off into the underbrush. Ruby yelled in frustration as she followed her, angrily cutting a tree in half.

* * *

"Helloooooo? Is anyone out there?" called Yang as she strode through a misty part of the forest. "Hellooooooooo! I'm getting bored here."

Her attention was drawn to some rustling in the bushes. "Someone there?" She ran over to investigate, shoving the foliage aside. "Ruby is that you?" she asked, smiling. A growl answered her and she looked up. "Nope."

The blonde back-flipped out of the way of a massive claw swipe. Two Ursai, the Grimm's twisted version of a grizzly bear, charged after her. She rolled to the side as the second Ursa swung for her head. Activating her gauntlets, Ember Celica, she stared her opponents down.

"I don't suppose you two have seen a little girl have you? Black hair with red ends, wearing a red cloak?"

The ursa's answer was to charge her again. She smirked and dodged underneath another claw swipe, sending a punch into the Ursa's chest. A shotgun blast from her gauntlet accompanied the punch. Three more were beat into the Grimm, forcing it to stumble backwards on its hind legs. Yang followed it up with a jump, spinning side kick into its chin.

"You could just say no!"

The ursai roared in response, one stepping forward to take another swipe at her. Yang laughed as she vaulted back out of range.

"Geez. You guys couldn't hit the broad side of a-" Time seemed to slow as a single, gold lock of hair drifted past her vision. It fell to the floor, making not even a fraction of a sound, yet it felt like a gavel had dropped. "You..." Yang growled out as her aura began to flare. The Ursai looked at each other in confusion.

"You monsters!" she roared, eyes turning scarlet, her body erupting in flames as she tapped into her Semblance.

The Grimm had no time to react as Yang shot forward with fiery speed. She buried her fist into the first one's stomach, following up with a relentless barrage of punches, shotgun blasts, and kicks. The ursa was dead before it even hit the ground, its body thrown through multiple trees. The second one roared out to her, squaring up to deal with the new threat.

"What, you want some too?!" she challenged.

It didn't get to respond, its body locking up as the sound of a blade severing its spine echoed throughout the clearing. The ursa, having been reared back on its hind legs, fell forward with a crash, revealing Blake standing behind it with her hand wrapped around the ribbon attached to Gambol Shroud, her chain scythe, embedded in the Grimm's back. With a yank, the blade pulled free and she promptly stowed it away, smirking the whole while. Yang shrugged.

"Eh, I could've taken him."

Blake said nothing, only shaking her head in amusement as she motioned Yang to follow.

* * *

Raine sprinted through the trees, his breath coming out in puffs of mist. How he ended up in one of the colder parts of the forest was beyond him. He vaulted over the body of a King Taijitu, the giant twin headed snake Grimm barely noticing him before the swordsman disappeared into the trees. He started to wonder if everyone had completed the test already, aside from the explosion earlier he hadn't seen or heard anything from anybody. It was starting to wear on his nerves. Would he be disqualified if he completed the mission alone? Obviously they were monitoring him so it wasn't like they didn't know.

"Gah, where the hell is everyone!"

* * *

Jaune and Pyrrha were lost. After a run in with some beowolves, they lost their sense of direction and were just wandering whichever way felt right. It brought them to a large cliff face with several markings painted on the side. They all referred to a cave a little walk away.

"Think this is it?" asked Jaune as they approached the mouth of the cave. Pyrrha shrugged and followed him in.

* * *

"It's definitely this way," declared Weiss as she walked off into one direction. Ruby sat cross legged on the ground playing with a stray leaf out of boredom. "I'm mean... no this way! It's DEFINITELY this way!" Weiss changed direction again. She spun around once more and stopped in front of Ruby. "Ok, it's official. We passed it."

Ruby huffed and stood up. "Why can't you admit that you have no idea where we're going?"

"Because I know _exactly_ where we're going."

"Really, and which way is that?"

"We're going to... the Forest Temple!"

"Ugh!"

"Oh stop it, it's not like you know where we're going either."

"At least I'm not the one pretending like I know everything!"

"What's that supposed to mean?!"

"It means you're a big, stupid jerk and I hate you!"

"Ugh! Just keep moving," Weiss snarled and walked away.

"Oh just keep moving," Ruby mocked her behind her back. "Hurry up! Wah wah, watch where you're going! Why are you always so bossy?"

"I am not bossy, stop saying things like that!" Weiss denied, rounding back on her.

"Stop treating me like a kid!"

"Stop acting like one!"

"Well stop acting like you're perfect!"

"I am _not_ perfect," Weiss ground out. "But I will be, and I'm still leagues better than you." She turned away a second time, this time with a glare.

"You don't even know me..." Ruby deflated.

* * *

Raine's mood perked up when he saw a break in the treeline. Finally, some sunlight. He burst from the foliage into a massive clearing. About time he made it. In the center was a ruined temple, it's crumbling supports arranged in a circle, surrounding an overgrown stone floor with multiple stone pillars. Upon each pillar was an odd piece. The relics it looked like. He relaxed his pace as he strode forward, examining the pieces with a curious eye. They all resembled chess pieces. More of Ozpin's cryptic symbolism? He debated whether or not to wait for someone else to arrive before grabbing one. He didn't want the teachers to think he was actively avoiding people. Thankfully he didn't have to as he heard Yang's voice.

"Raine!"

He looked up to see her running up to him, Blake keeping an even pace behind her.

"Wow, you don't have a partner yet?" the blonde commented as she joined him in the temple.

"Nope. Aside from an explosion earlier, I haven't seen any other students or even evidence of students since the test started. In fact, this whole forest just seemed deserted as I made my way here. Not even a beowolf to bother me," he mused.

"That's really weird. Blake and I had to fight a pair of Ursai on the way here."

"Well I did pass a King Taijitu earlier but it didn't chase after me."

"Man, I was hoping Ruby would be with you," Yang sighed.

Raine raised a brow.

"I know she can take care of herself but as her older sister I guess I can't help but worry sometimes," Yang chuckled.

"I'm sure she'll be fine," commented Blake. "On the other hand, looks like we're officially a three-man team now."

Yang nodded. "Yep. Team Badass is now official," she declared as she pumped her fist. She looked at all the relics. "Hey some of them are missing."

"I guess we aren't the first ones to get here," commented Blake. "Which one should we take?"

Yang put a hand to her chin as she gave it some thought. "How about... a nice horsie?" She grabbed the white night. Blake shook her head and smiled.

* * *

"Jaune... I don't think this is the place," said Pyrrha as they slowly made their way through the cave.

"Pyrrha, I made the torch," he replied, shaking it for good measure. "At least humor me for like, 5 more steps?" He promptly tripped over a rock, into a puddle, and the torch went with him, submerging them in darkness.

"Do you... feel that?" Pyrrha hesitantly asked.

"Soul crushing regret?" Jaune replied hopelessly.

"No it feels... warm."

He froze, realizing she fell with him and had pissed himself. He actually pissed himself.

"Nope, haven't the slightest idea!" he laughed nervously. "Let's keep going!"

Easier said than done, the pair being forced to feel their way forward through the dark. It felt like they were rounding a corner when a soft, warm light was bathed over them. Jaune's mood perked up immediately. Floating in from of them was an odd, sharp shape that glowed orange.

"Pyrrha," he whispered excitedly, "I think we found it! We found the relic!" He reached out to grab it, only for it to back away from him. "H-hey!" he protested and grabbed again, still missing. "Stupid relic, stay still!" He jumped this time, wrapping both his arms around it as it lifted him into the air. "Got it!"

"Um, Jaune?" she tried to tell him as she realized what it really was.

Jaune looked forward to see hundreds of glowing red eyes staring back at him. He went white. The rest of the body lit up, bathing the cavern in a low, red glow, revealing a giant scorpion Grimm, a Deathstalker. Jaune had grabbed the stinger at the end of its tail. At that point, the mind of Jaune Arc emptied of all rational thought. The boy from a meager farm in the agricultural district of Vale was now hanging from the stinger of a demonic scorpion as he literally stared death in the face. His father, grandfather, and great grandfather would have been proud. Would have. Because he did the only thing he possibly could do in that situation; screamed.

Pyrrha ran, ran as fast as humanly possible, the angry Deathstalker hot on her trail. The only good thing she thought of this was that the monsters natural illumination let her see where she was going. She swung around the corner and sprinted for the cave entrance. Luck of the draw. Warm sunlight bathed over her as she broke into fresh air. The Deathstalker... took the wall out with it, now a small two person opening could accommodate a giant Grimm Scorpion.

"Pyrrhhaaaaaa!" Jaune cried out. "Oh god why, why! Pyrrha this isn't the relic! It's not!" The Deathstalker shook its tail harder, realizing one of the humans was still hanging on. "Do something!"

Pyrrha's spear extended to full size, her shield fixed to her bracer. "Jaune! Whatever you do, don't let-" His scream went louder as the deathstalker reared back with its tail and flung forward as hard as it could, sending Jaune flying through the air for the second time that day. "...go." She trailed off. She watched him disappear into the distance for a moment, but only a moment. She turned her attention back to the Grimm. It was old, very old. It's white bone protrusions were cracked and scarred. Some moss had even grown into the crevices between the plates of its chitin. For the first time in her life, Pyrrha Nikos felt genuinely outmatched, so she spun on her heels and ran.

Back at the temple, Yang jumped at the sudden high pitched wail coming from the distance. "A girl is in trouble!" she said as she reflexively activated Ember Celica. "Blake, Raine, what should we do?"

They didn't answer her, both of them transfixed at the sky as something rapidly descended on them.

Meanwhile IN the sky, Ruby Rose and Weiss Schnee, in a culmination of teammate frustration, fatigue from the forest, and all around impatience to get the mission over with decided (well Ruby decided and Weiss played along against her better judgment) to do something rather rash.

"Ruby!" the Heiress yelled over the whipping of wind in their ears. "I told you this was a terrible idea!" She clung to the feathers with such a death grip, her hands were even more pale than the rest of her. Yep, Ruby Rose and Weiss Schnee had hitched a ride on a monster raven, a Nevermore.

"We're fine!" Ruby yelled back. "Stop worrying!"

"I am SO FAR beyond worrying!"

"... in a good way?"

"In a BAD WAY! A VERY. BAD. WAY!"

"Well then why don't we just jump!"

"What are you insane?!" She never got her answer, because Ruby was gone. Her mind clicked. "Oh you INSUFFERABLE LITTLE RED-"

"Guys didn't you hear that?" Yang was waving at them. "What are we going to do?"

Blake and Raine simply pointed up, gaining the blonde's attention.

"Heads uuuuup!" screamed a free fall Ruby. Raine tensed up, ready to catch her when a blonde and brown blur intercepted her, which just happened to be a terrified, screaming Jaune Arc. The pair crashed into the trees across from the temple.

Dizziness spun in Ruby's head, her eyes were seeing stars. The fall and the impact did a number on her. "Oh god..." she groaned. "What was that?"

"Ahem..." She shook her head and looked up, to see Jaune hanging by his legs from a branch above her. "Hey Ruby," he greeted her sheepishly.

"Did... your sister just fall out of the sky?" asked Blake as she looked towards where they landed.

"I..." Yang started, just as confused as her friends, but was interrupted by a loud snarling and crashing trees.

"Yeeeeehaaaaaww!"

An Ursa came flailing out of the treeline, screaming bloody murder until it was silenced by a massive, pink electrical surge on its back. A young girl hopped off its back, orange hair with a black and white jacket and white tank top with a tiny heart cut above her collar bone to accent her cleavage. She wore a white detached sleeve on each arm and a short, pink skirt that reached her mid thigh. On her feet were pink and white boots, with pink laces. Strapped to her back was a pink and silver grenade launcher. A boy stumbled out from behind her, dressed in a green eastern style jacket and white slacks. His black hair was tied into a long ponytail.

"Aw maaan, it's broken," the girl whined as she smacked the Ursa on the head.

"Nora..." spoke Lie Ren. "Please... don't ever do that again." He heard a woosh and looked up to find her gone.

Nora ran over to the temple, completely ignoring the trio that made it before them in her narrow span of attention. "Oooooh!" she cooed over the white rook piece. In a comical fashion, put the piece on top of her head which, against all laws of physics, stuck without any adhesive.

"I'm queen of the castle! I'm queen of the castle!" she sang and danced.

"Nora!"

She giggled with embarrassment at her peers, whom she finally noticed. "Coming Ren!" she called back and ran over to him.

"Did... she just ride in on an Ursa?" asked a dumbstruck Raine.

"I-" Yang tried again, but more Grimm snarling interrupted the conversation.

Pyrrha ran into the clearing, the deathstalker still crashing in behind her, smashing down trees left and right as it snapped at her with its claws. She jumped at one moment and passed between a pair of pincers. "Jaune!" she yelled as she got sight of him.

"Pyrrha!" He called back as he struggled to get free.

"Whoa," breathed Ruby as she once again left him to his own devices.

She jumped down into the clearing, joining her sister and friends at the temple.

"Ruby?" Yang said with surprise as her sister landed next to them.

"Yang!" she answered.

"Nora!" screamed Nora as she popped up in between them.

"Did she just run all the way here with a deathstalker on her tail?" asked Blake.

"I don't even know anything anymore," Raine answered as he shook his head. Ren stumbled over to join them.

Yang growled as red embers flared up around her. "Will everyone just CHILL OUT for like two seconds before something ELSE CRAZY HAPPENS?!"

They waited exactly two seconds while her fire died down. So when Ruby thought it was safe to approach her again, she tapped her on the shoulder.

"Uh, Yang?" She pointed up towards the Nevermore circling overhead. Clinging to one of its talons was Weiss.

"Why did you leave me?" she cried out terrified.

"I told you to jump!" Ruby yelled back.

"She's gonna fall," said Blake.

"She'll be fine," answered Ruby.

"She's falling," confirmed Ren.

Raine sighed and took in a deep breath. Aura focused, he shot forward and jumped, snatching the falling Weiss out of the sky. She landed in his arms with surprise as he held her bridal style, stepping from tree branch to tree branch on the way back down to earth. Weiss couldn't form any words, her arms reflexively clung around his neck as he touched down. He just saved her life. Pink dusted her cheeks in a very un-Weiss like fashion.

"Well looks like the Ice Princess is capable of having some fun after all," he commented dryly. "If I didn't know any better, I'd say your dropping in like this was just a way to impress me." She continued to stare at him, not letting go even as he walked back to the group.

" _He has nice eyes... even has a scar like I do,"_ he inner thoughts mumbled.

He began to feel self-conscious as she didn't respond to his comments. "You uh... wanna stop looking at me like that Princess? We're kinda being watched," Raine muttered as he turned his head away, face glowing red, the entire group's gaze fixed on them. Even Jaune and Pyrrha were finally able to join them, the latter of which able to give the deathstalker the slip for a few moments.

Reality snapped back to Weiss as she realized what she was doing. She let go of his neck and quickly, but surprisingly gently pushed herself out of his arms, refusing to face him as her normally cold face heated up. The pair refused to look at each other as they rejoined the group. While Yang thought it was cute, Ruby was almost fuming.

"So um, I guess the gang is all here then?" asked Raine as he broke the silence.

"Yeah, now we can die together!" declared Yang.

As if on cue, the deathstalker came crashing out of the treeline again, screeching in rage as it lumbered towards them. Ruby smirked as she saw her chance.

" _Stupid Weiss, I'll show her!"_

"Not if I can help it," she boasted.

With a battle cry, she sped off against the deathstalker, firing rounds behind her with Crescent Rose to amplify her speed.

"Ruby wait!" Yang cried after her.

Ruby lifted her scythe at the ready, and as she got close to her target, she cleaved downwards with all of her strength. This wasn't any young deathstalker though. The Grimm smacked her aside with its claws. She hit the ground with a grunt of pain and shakily got back on to her feet.

"D-don't worry! Totally fine!" she called back to the group.

No, she wasn't. The deathstalker reared forward, its stinger twitching in anticipation. With fear in her eyes, Ruby swung her scythe around and emptied her clip into the Grimm's face, but the bullets bounced harmlessly off its armor.

"Oh crap," she groaned, and ran as fast as her legs could carry her.

"RUBY!" Yang yelled out as she took off in a sprint towards her sister.

Raine narrowed his eyes as the Nevermore floating above them reared back with a great flap of its wings.

"Yang, dodge!"

"Huh?" She looked up.

A thick volley of spear sized feathers with razor sharp points shot out from the Nevermore. They fell with whistling speed, nailing themselves into the ground and catching Ruby by her cloak. Yang slid to a stop, sliding across the ground as she barely avoided impalement.

"Ruby get out of there!" Yang cried out.

"I'm trying!" her sister called back, struggling to get her cloak free.

It was too late, the deathstalker was upon her. It's mandibles clicked as it raised its tail for the killing blow. With no way out, Ruby squeezed her eyes shut and braced herself for the hit.

"RUBY!" Yang yelled as a white blur sped past her.

The attack never came. She felt a sudden burst of cold air and heard the tell-tale crackling of ice forming. She slowly opened her eyes to find the tip of the stinger frozen in place inches away from her.

"You are so childish."

"Weiss...?"

"And dimwitted, and hyperactive, and don't even get me started on your fighting style." Weiss leaned down towards her, swiping with Myrtenaster as she cut Ruby free. "And I can be a bit... difficult, but if we're going to do this, we're going to have to do this together." She smiled slightly at Ruby. "So if you quit trying to show off, I'll be... nicer."

Ruby dusted herself off as she stood up. "I'm not trying to show off. I just want to show you I can do this."

"You're fine."

Ruby sighed in relief. "Normal knees..." she whispered to herself.

She gave a glance at the deathstalker, growling as it tried to break free. She pulled her eyelid down and stuck out her tongue, giving it the stink eye stare and ran back to her group.

"Hey uh, guys? That thing is circling back," said a nervous Jaune. He pointed skyward as the Nevermore lazily glided around for another pass.

At the same time, the ice holding down the deathstalker fractured and broke, the scorpion angrily shaking free.

"Uh, any ideas how to fight two giant Grimm?" asked Yang as she looked to her friends.

"We don't," said Raine. Everyone looked at him in confusion, Ruby picking up on his train of thought.

"He's right! Our mission was only to find the relics, then make it back to the cliff. We don't have to fight any of these things," she declared happily, earning a smile from Weiss.

"So run and live," summarized Jaune. "I can get behind that."

"There's nine of us now, and only two of them. That sounds like really good odds to me, we got this!"

Ruby grabbed the other white knight piece and nodded to her friends, Jaune grabbing the other white rook. "Let's go and kick some butt!"

Yang didn't take off right away, instead smiling at her little sister as she and Raine led their group.

"What is it?" asked Blake.

The blonde smirked at her. "Nothing."

Nine companions bolted through the forest, throwing caution to the wind in favor of speed. It helped when aura could be used to boost someone's physical aspects. Even Jaune, who's aura was locked until Pyrrha released it for him earlier that day was able to push himself to keep up with the other, more experienced fighters. Speaking of experience.

"Hey Raine?" he asked as he caught up to their leader. "If and when we get there and we end up having to fight those things, how are we supposed to do it?"

"Well, deathstalkers are tough but lack mobility. There are breaks in their natural armor, mostly in the joint areas and the stinger is a weak point, nothing but a sharp cluster of nerves and poison sacks if you manage to hit it," Raine spoke loudly enough for the whole group to hear. "As for the Nevermore, we need to get it out of the air if we want to kill it. Cripple its wings or..."

"Or?" asked the Heiress.

Raine smirked at Weiss. "Freeze it to something. Get it on our playing field and it won't stand a chance."

The trees started thinning out, they were approaching another cluster of ruins. The ground turned dusty as they sprinted between two, ancient suspended stone roadways. A foot bridge about 500 yards in front of them crossed a misty gorge, leading to tall, ruined stone tower. Behind that was their finish line. Now if they could just get to...

The Nevermore landed atop the tower, letting loose an ear splitting screech. The kids all dove into cover behind some debris as a volley of feathers filled the field.

"Perfect, just perfect," commented Yang.

A crashing from the treeline drew their attention; the deathstalker was still following them.

"Out of the frying pan..." sighed Raine.

"And into the fire," finished Ren. He turned to Nora. "Nora, distract it!"

"You got it!"

She slung a grenade launcher she affectionately named Magnhild from her back and jumped for cover. Rolling into a kneeling position, she took aim and fired at the Nevermore, one of the rounds nailing it in the neck, explosions of pink dust and shrapnel forcing the Grimm back as her friends bolted for the bridge. She chuckled but jumped when the deathstalker came up from behind her, claws swinging wildly. It was pushed back by Ren and Blake, who each knocked a claw backwards with swipes from their own weapons. Weiss appeared from behind her and wrapping an arm around her waist, launched them forward with a glyph.

Ruby, Raine, Pyrrha, Jaune and Yang had now crossed the bridge, but the deathstalker was gaining on them. Shifting her spear into a long rifle, she took a knee and aimed at the scorpion.

"Go, go!" she yelled as she opened fire. Ren joined her, his twin machine pistols emptying their clips to give Blake some breathing room. Thankfully, it seemed that the scorpion wasn't fond of heights and didn't pursue them

They sprinted across the bridge, their goal of the tower within reach, but the Nevermore wasn't done. It flew low for another pass, talons spread.

"Jump!" yelled Raine as the monster crashed into the bridge, taking taking the stone with it. It flew on without flinching, but the bridge was gone, separating the group in half. Blake, Pyrrha, and Ren were left to fight the deathstalker while Ruby, Yang, Weiss, Nora and Jaune were thrown at the tower.

"Wait, where's Raine?" asked Ruby as she looked around.

"I really hate birds," muttered Raine as he struggled to hold onto the Nevermore's back. "I can't believe Ruby and Weiss actually rode this thing."

Wind whipped around him, forcing him to squint his eyes as he looked down onto the battlefield. Most of the bridge was gone but thankfully none of his friends were knocked off. Still, three of them were left fighting the deathstalker on their own, leaving the other five at the temple and unable to reach them. Until Nora turned her grenade launcher into a giant hammer and, after knocking Jaune backward from the edge, brought it down with all her strength, catapulting them to the other side. Raine blinked, shrugged, then turned his attention back to the giant bird he was riding. His left hand gripping the feathers, he pulled Tempest free from its sheathe and, in a reverse grab, stabbed it into the Grimm's back. It shrieked in response, and flapping wildly as it fought through the pain.

"Oh shut up and die already, you stupid overgrown turkey!" he yelled back.

"Ahhh smash!" yelled Nora, swinging her hammer down on the deathstalker's head. It buckled under the impact but regained its footing and knocked her back with a claw. She collided with Blake, knocking the ninja off from the bridge.

Thinking quickly, she threw Gambol Shroud towards what remained of the bridge, the blade embedding itself into the ruined stone letting her swing to safety. That was when the Nevermore made another pass through the gorge. Squinting she made out the shape of Raine on the thing's back, hacking wildly at its neck. She angled her swing slightly, and with a yank of her wrist, pulled the blade free at the height of the swing. Blake flipped through the air, on an intercept course with the Nevermore. Using her semblance, she vaulted from a shadow copy of herself into the bird's face, swinging wildly with Gambol Shroud as the blades cut into their mark. She made another copy and appeared once more on its back, drawing a nod from Raine as she ran down to its tail, slashing as she went but the blades barely pierced its hide. She flipped to safely as it passed the tower.

"Raine's up there trying to bring it down," she said as she rejoined the girls. "It's a lot tougher than it looks."

"Now I'm wondering who's worse, you or him," Weiss commented dryly to Ruby, much to the latter's indignation.

"We can sort out your little love triangle later after we kill this thing," said Yang as she reloaded Ember Celica, ignoring the cries of protest. "Let's hit it with everything we've got!"

The girls morphed their weapons into their ranged forms and as one, sent an eruption of gun fire and dust blasts at the Nevermore. Raine ducked as a fire bolt shot dangerously close to his head. Realizing the bird was going to ram the tower, he yanked Tempest free and, as the Grimm crashed through it, jumped to safety on the ruined base. The girls vaulted through the collapsing rubble, blasting, swinging and glyph skating their way up to join him.

"None of this is working," complained Weiss.

"We need to pin it down," he announced as he drew Hurricane from his belt. "Weiss, keep your ice dust ready, Yang and I are going to shoot it out of the sky. Freeze it when it hits the ground." The two girls nodded. "Blake, Ruby, once that thing is down finish it. Don't let it get back in the air."

"I got an idea to do exactly that," said Ruby. "Blake, I need your ribbons."

"Got it," she answered.

Raine rushed forward, loading a clip of explosive rounds as he joined Yang. Together they opened fire on the Nevermore, fire erupting around the bird as they peppered it with shrapnel. Unable to get close through their shots, it circled and waited, screeching at them in anger.

Back at the bridge, the deathstalker stabbed forward with its tail, sending its enemies stumbling as the stone continued to break apart.

"We need to get closer! Pyrrha, with me!" said Jaune as they rushed forward.

Pyrrha arrived first, ducking under a claw swipe and repelling it with her shield. She in turn stabbed forward with her spear at its face, Jaune joining her to block the other claw as it swung in to hit her. Switching it back to sword form, Pyrrha vaulted over him and with a spin, sent a slash through the scorpions many eyes. Ren ran forward next, firing a few rounds and stepping to the side as the tail crashed next to him. With honed reflexes, he grabbed onto the stinger before it could retract, emptying the clip into the weak spot Raine mentioned earlier. Nora covered them with several more shots from her grenade launcher. Hearing the shots, the Grimm swung both claws forward, knocking Pyrrha and Jaune back as it protected its face from the explosive rounds. Pyrrha was waiting though, and as it swung its claws back open to clear the smoke, threw her spear with expert aim into its large, right eye. The Grimm flailed in pain, swinging Ren loose and into a pillar, knocking him out.

"Ren!" Nora cried in concern.

Jaune groaned as he cleared his vision, then noticed the stinger was barely hanging on by a tendon, poison and black blood dripping freely from the wound.

"Pyrrha, the stinger!"

"Done!" she answered, throwing her shield like a disc and severing the barb completely. It embedded itself into the creature's mask.

"Nora, nail it!" commanded Jaune.

She nodded, weapon back in hammer form and turned to Pyrrha. "Heads up!"

Pyrrha got the message as Nora jumped, landing on her shield like a platform. A pull of the trigger from Magnhild sent her flying into the air, Pyrrha jumping with the shot to give her extra force. Nora rode her hammer like a flying broom, giggling and giving a mock salute. She fired another round, sending her spinning back to earth with twice the force she'd normally have, burying the stinger as deep as possible into the deathstalker's head. The force sent them flying over the corpse and onto the safety of solid ground. The monster gave a death rattle as it fell into the gorge with what was left of the bridge. Ren stumbled over to them, holding his side from a cracked rib and promptly collapsed. Finally able to rest, the group looked towards the tower as their friends continued battling the Nevermore.

A lull in the gunfire prompted the bird to go back on the attack. Raine's clip was empty. He swore under his breath and stowed the gun away, drawing Tempest once more. He crouched low as it flew over him, then jumped with his sword raised high, embedding itself to its chest. Yang jumped as it charged her, planting itself into its beak.

"I. HOPE. YOU'RE. HUNGRY!" she yelled with each shot into its open maw.

With two heavy wounds to take, being a sword in its chest and its throat on fire, the bird had a lapse in wing control and tumbled towards the cliff face. Yang jumped free and joined Ruby who filled her in on the plan. Raine tumbled with it, using their mid-air wrestle to roll the Nevermore into a position that it would crash with its wings. He braced himself for the impact, and when it came, vaulted free with Tempest, flipping backwards through the air. A flick of a switch separated the sword into its twin form, the runes lighting with aura.

"Stay down!" he yelled at his foe, blades raised in a cross. He swung them down, two crescent shaped energy blasts erupting from the edges. They crashed into the Nevermore, forcing a shriek from its mouth, a burning red X branded into its breast.

"Weiss, now!" he commanded as he landed with the rest of his team.

The Schnee Heiress skated forward, Myrtenaster poised and glowing with ice energy. The nevermore flailed in pain, struggling to get airborne again. But as its wings flapped heavily, Weiss stabbed forward into its tail, pinning it with a sudden growth of ice. Knowing what was coming next, she quickly retreated to prepare for the final blow.

Blake and Yang acted quickly on Ruby's plan, the former nailing Gambol Shroud into one pillar while the latter grabbed the ribbon and pinned it to another. The idea? A giant slingshot, with Ruby as the ammo. Ruby vaulted backwards with a sniper round, Crescent Rose sitting upon and pulling the ribbon back like a nocked arrow. Weiss, now back with the group, formed a gravity glyph and pulled her teammate back, the tension audible as it was stretched to its limit.

"Of course you'd come up with a plan like this," Weiss scoffed.

"Think you can make the shot?" asked Ruby.

Weiss snorted. "Can I?"

There was a pause between the two. "Can-"

"Of course I can!"

Ruby smiled and looked to Raine for the go-ahead. He smirked and gave her a thumbs up. In sync with Weiss who released the glyph, Ruby fired a round to give her extra speed. She shot forward at the Nevermore, scythe poised for the neck. She crashed into the bird with enough force to rip its tail in two, planting her feet into cliff face. Weiss wasted no time. With a flick of her sword, a line of white glyphs appeared in front of Ruby, and with a roar, she activated her semblance, rushing forward up the wall in a flurry of rose petals with ever gaining speed. Her friends watched in awe as she dragged a bird easily 200 times her size up a sheer cliff wall, emptying her clip behind her using the recoil to do the lifting. The bird struggled in vain as they reached the top. Gripping the shaft of Crescent Rose, Ruby let out one last yell and swung, taking its head off in a fountain of black blood. She landed with winded breath, turning to see what was left of the bird tumble down the side of the cliff. The cloud of rose petals surrounding her scattered with the wind.

"Wow..." breathed Jaune. His friends all had the same thought as they watched the Nevermore's body tumbled into the mist of the gorge.

Raine, Blake, Yang and Weiss all stood in the middle of the ruined tower staring up at Ruby in her moment of victory.

"Well, that was a thing," said Yang to break the silence.

They all stared at her, then Raine doubled over, laughing. Steadily, the others joined him, drinking in the feeling of their first ever successful mission. As Ruby looked down upon them from her perch, she suddenly realized that maybe, just maybe having real friends wasn't so bad after all.

* * *

"Russel Thrush, Cardin Winchester, Dove Bronzewing, Sky Lark. The four of you retrieved the Black Bishop pieces. From this day forward, you will work together as Team CRDL (Cardinal) lead by... Cardin Winchester," Headmaster Ozpin announced at the induction ceremony, their faces and team name displayed on the holoscreens above their heads.

Team CRDL bowed in respect and left the stage.

"Jaune Arc, Pyrrha Nikos, Nora Valkyrie, and Lie Ren." The four in question stepped forward. "The four of you retrieved the White Rook pieces. From this day forward, you will work together as Team JNPR (Juniper) lead by... Jaune Arc."

Jaune flinched when he heard his name. "L-lead by?" he said under his breath.

"Congratulations young man," said Ozpin.

Pyrrha smiled and lightly punched him on the arm, knocking him over much to the amusement of the audience. Team JNPR took their leave.

"And finally, Blake Belladonna, Ruby Rose, Raine Zaffre, Weiss Schnee, and Yang Xiao Long. The five of you retrieved the White Knight pieces. From this day forward, you will work together as Team RRWBY (Ruby) lead by... Ruby Rose."

Both Ruby and Weiss jumped in alarm. Even Blake rifted a brow. They all expected Raine to be named the leader. Even so, it steadily dawned on Ruby what had just happened and a wide smile grew on her face.

"I'm so proud of you!" squealed Yang as she wrapped her sister in a big hug.

Ruby glanced over Yang's shoulder and looked at Raine as if to ask if it was ok. He gave her a reassuring smile and a nod, so she let herself be happy.

Ozpin allowed a small smile to show. "Yes, this is looking to be an... interesting year."

* * *

 **A/N: Chapter three has now been released. This is the longest thus far, a lot of activity is going on in the Emerald Forest. I wanted to make a point with my OC here. The fanfics that I've read have made their OCs either too powerful, too intelligent, or a combination of both and always made them the leader of Team RWBY. I found these concepts boring and frankly too easy. My goal is to make Raine as in depth and believable as the leading characters he accompanies, which will be expanded upon in following chapters. Also, a bit of OCxWeiss fluff! She's a difficult character but that doesn't mean she shouldn't get any love.**


	4. More Than Just a Badge

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

The next morning had Raine rising in the dark. Soft, pale light shown into their dorm room from the shattered moon. Given the size of their team, they were assigned a larger room to properly accommodate five people. The beds spread out evenly, one in each corner with the fifth centered under the window on the far wall. To the side was a private bathroom. RRWBY wasn't the first five man team, in fact there had been cases with as many as six during certain periods of Grimm activity that warranted the need for more students. Their room was located on the far end of the hallway, conveniently placed next to JNPR.

The swordsman let out a long, drawn out yawn as he swung his legs from the covers. His roommates were still sound asleep and probably would be for awhile. It was going to be... interesting sharing a room with four, admittedly attractive girls. His old friends in Vacuo would probably want to kill him for such an opportunity. He shook his head of dirty thoughts, it wasn't something the team needed to deal with. Smacking his lips, he grabbed his hygiene kit and went into the bathroom to start his morning routine, stepping around luggage bags as he went. He was the only one who had bothered to unpack yet, having done so after the Initiation test.

His master referred to morning routines as "Shit, shower, shave," reasoning that when duty called, there was no place for a luxurious start. Of course now he had all the time in the world, at least till the girls started waking up. Old habits died hard he supposed. Raine rubbed at his chin as he stood in front of the mirror. A light stubble was forming. He didn't like the feel of facial hair to begin with and honestly felt he looked better without it. More professional. All in all, the whole process took him little more than 10 minutes, resulting in a fresh, clean Raine.

Slipping out of the bathroom as quietly as he could, he stowed away his things and pulled on some light workout clothes; a simple, dark blue running jacket and long, black pants. It had been awhile since he exercised just for the fun of it. The better part of two months had been on the road trying to survive. He relished the chance. Eager to get started, he eased out of the door, not noticing a certain rose petal stirring in her sleep.

The morning air was cool and crisp, the high altitude of Beacon making each breath free of taint from the City proper. He broke into a light jog around the grounds, making a game out of it by vaulting over obstacles and weaving through trees. It was one of those things he was quickly beginning to enjoy about Vale; all the green. Vacuo was nice, but the further west you went the more vegetation died, eventually giving way to a sea of sand. He heightened his regime, focusing his aura and turning what started as a light jog into a furious reflex exercise. Anyone passing by would only catch glimpses of the boy as he flashed in and out of sight. He needed to practice if he wanted any shot of using such speed in battle. Image training, his master called it, using the mind's eye to form and play out combat scenarios and using the body to respond appropriately. On the outside, he was bouncing between pillars, arches, statues and vegetation, but on the inside he was dodging, weaving, and evading through hordes of Grimm.

The Grimm; the very thought of those beasts brought a sneer of disgust to his face. Never had he heard of or encountered any other creatures in this world that could rival their wanton lust for despair and destruction. He skid to a stop, after vaulting backwards off the Hunter's Monument in the center of the main plaza. A frown marred his features. Why had they been created in the first place? If the ruins across the countryside was any indication, Mankind had once risen up before, in what could have been even greater heights than what they achieved today. Were they some sort of divine punishment? Had his species violated some universal law, a law of such importance and magnitude the gods sought to punish them eternally? The thought left a sour taste in his mouth, but he swallowed it down. He was a warrior first, philosopher second.

Raine figured he had been doing his drills for longer than expected; the sun was beginning its slow ascent into the sky. He checked his watch; 07:00 it told him, still giving him two hours till the first class. He let his breathing level out and sat with his legs crossed. This next part he still had trouble with; meditation. While it did help when his mind was in turmoil, it was only a fleeting chance at best whenever he got the full benefit. Still, he was young and needed practice, he wouldn't have gotten even this far otherwise.

Slow, evenly paced breaths circulated through his lungs, each exhale carrying with it his aura. The energy radiated from him calmly like a tamed fire, its heat creating light currents of wind in the plaza. The troubles of the world disappeared, replaced only by the natural phenomena that was life; rustling leaves, chirping of birds, warmth of the sun, kiss of the breeze, such a still perfection at risk of being shattered in an instant.

"Mr. Zaffre," spoke an aged, curious voice.

Raine opened his eyes and turned, finding Headmaster Ozpin staring down at him, coffee mug in one hand, cane in the other, and silver spectacles glinting in the sun.

"You're up fairly early," the man commented, taking a sip from his morning brew.

"It's an old habit I would do back home; exercising every morning then meditation. It keeps my mind and body honed and prepared," the boy explained as he stood.

"It is good to see one so young take an interest in such discipline. Most of your peers are likely just beginning to get out of bed," Ozpin smiled slightly. "How are you enjoying the school so far? Is it what you've been expecting?"

Raine shrugged. "It certainly seems to live up to its name." His gaze swept the campus. "A shining 'beacon' of hope for the Kingdom of Vale. Honestly it seems like something out of a fairy tale to me."

Ozpin chuckled. "I had similar thoughts when I was your age. I remember sitting here in this very spot. But even fairy tales have an inkling of truth to them."

"Like my eyes?"

Ozpin paused for a moment. "I suppose there is some merit to that train of thought, yes."

"That night at the police station, the first thing you said to Ruby and I was that we have silver eyes. What did you mean by that?"

"I see Urdin has made sure your education was quite extensive before sending you on your journey."

Raine didn't comment, despite the fact he had never spoken to Ozpin about his late mentor.

"Let's try this, how about you tell me what you know already and I'll help you fill in the blanks?"

"Well to be honest that's very little. I only know that those with silver eyes were always destined to be great warriors, that the strongest of them were capable of slaying Grimm with a single look."

"And what do you make of that?"

"Considering there are still plenty of Grimm around, either the power wasn't strong enough to eradicate them completely or the warriors were beaten and left forgotten to history."

Ozpin pondered those words for a moment. "It is true, those born with silver eyes had profoundly greater prowess on the battlefield, but they indeed were not all invincible like the legends made them out to be. In many cases, most were just like any of the citizens we protect; normal people without any special traits beyond an unusual pigment of the irises. But the few who chose to stand, to break the mold, became capable of great and sometimes terrible things."

"Terrible?"

"Oh yes, its roots taking place in the very existence of the Grimm. Tell me Raine, what do you believe to be the greatest flaw of humanity?"

Raine paused. He hadn't expected a question like that.

"That's a bit of a loaded question if I've ever heard one. We have plenty of flaws, but if I had to pick the biggest one? I'd have to say... pride."

"Your insight serves you well," Ozpin told him with a nod of approval. "Humans are fickle creatures. United we are capable of amazing accomplishments, as shown by the Four Kingdoms, yet we are always left yearning for something more, and while many civilizations have risen in our relatively short existence, all that came before us now have fallen to ruin and left forgotten in time. We are but Remnants of stories long gone. It is because of our pride; it drove us to become envious, loathsome, destructive, but worst of all, unrepentant. The Silver Eyed Warriors were no exception to this fatal flaw, and thus perished among the many wars that ravaged this world. It is why the Grimm exist as they do, they are physical manifestations of Humanity's collective inner demons, personified by the largely misunderstood wilds that lie beyond our borders. This misunderstanding spreads to the Faunus, a species even younger than we are yet more in-tuned with the natural world we readily destroy."

Ozpin adjusted his spectacles. "Whether or not you believe in legends or fairy tales, just know that despite all of our flaws as we struggle in darkness, there is always potential for even the smallest of lights to become great beacons to lead us when we need them most."

The headmaster straightened and made to leave. "I believe your peers will be looking for you soon, and breakfast has already started. Do try the omelets, they are quite exquisite at the start of term."

"Thank you for speaking with me, Headmaster."

"Always a pleasure to impart some wisdom."

* * *

Raine slowed his pace as he approached his dorm room. Was that... construction noise? Curious and perhaps a bit hesitant, he gripped the door knob and twisted, revealing an odd sight.

"What... are you guys doing?"

The girls all jumped at the voice and turned, all of them dressed in their school uniforms; a red plaid skirt, and a brown jacket with a tan vest and white shirt with a red ribbon tied at the collar. The only difference between them was Ruby, who kept her signature hooded cape.

"Oh there you are Raine!" said Ruby as she rubbed her head. "Well we got to unpacking but when we were done we kinda... ran out of room."

"So we made some awesome bunk beds! Pretty cool huh?" added Yang.

Raine lifted a brow and observed their renovations. In one corner, two beds were haphazardly balanced on top of each other, each post supported by a stack of Blake's, at least he assumed to be Blake's, many books. Opposite of that, another bed was hung from the ceiling with rope, with a pink sheet drawn like a curtain to create a canopy. More ropes tied the posts to those of the bed below it to keep it from swinging too much. Thankfully, his own was left untouched in the corner towards his left, opposite of the bathroom. Their reasoning with bunk beds became apparent with just how much stuff they had brought.

Yang and Weiss had notoriously large wardrobes, the latter even having brought suitcases designed to be entire pieces of snow white furniture for storage, among them being a vanity, chest of drawers and even an armoire. Blake had brought along what was essentially a miniature library, entire bookshelves filled with various works of literature. And Ruby, true to her enthusiasm for weaponry, had commandeered the coffee table and turned it into a makeshift workbench strewn with spare parts for her scythe.

Raine sighed and palmed his face. "At least you guys saved me a chest of drawers. What time is it anyway?"

"It is precisely 8 in the morning, we still have an hour before classes," answered Weiss.

"Where were you this morning anyway?" asked Blake.

"Went for a run," he answered nonchalantly as he grabbed his uniform and hygiene bag and disappeared into the bathroom.

As the door shut, a smirk grew on Yang's face as she noticed their fearless leader coloring up as she stared at the steam drifting from underneath the door.

"You're not much for subtlety are you sis?" the blonde asked, earning an 'eep' from Ruby.

"I-I don't know what you're talking about!" she denied.

"Of course you don't," snipped Weiss. "Try to keep your hormones in check? We don't need you fraternizing with our sole male teammate. You're the team leader now," she ground that last part out through clenched teeth.

"Weiss!"

"Leave her alone Weiss, she's not used to this kind of living," Blake stepped in. "And I doubt Raine is the type of person to try and take advantage. He's too disciplined for that."

"I'll say," Yang chimed back in. "He practically threw me off of him that first night. I hadn't even intended to take it very far, just push a few buttons."

"That looked a lot more than just 'a few buttons'," Ruby retorted.

"I can still hear all of you!" Raine yelled from the bathroom.

* * *

If there was one phrase that Raine could use to describe Professor Port's class, it was this; boring, as, shit. There was really only so much one could cover about Grimm and their different forms, save for the various weaknesses each one was supposedly subject to, except that's exactly what Port wasn't doing. The man had an ego about him, and rather than teach like he was meant to, he instead regaled them of past battles in his youth. The swordsman let out a sigh as he struggled to keep his eyes open.

" _Please God, don't let every class be exactly like this."_

Ruby was far from subtle about her own wandering attention span. She scribbled out a comical doodle of the Professor, giggling and carelessly showing off to Weiss that constantly grated on the Heiress' nerves.

" _I can't believe that dunce! THIS is our team leader?!"_ Weiss thought angrily.

It was insane, unfair, and downright insulting that she was under the command of an utter imbecile. What the hell was Ozpin thinking? At least she would have understood if Raine got the spot, he had command of most of the battle.

" _No, play it cool Weiss, you're in better control than this. Deep breath... relax your body... clear your- IS SHE PICKING HER NOSE?!"_

"Now, who here believes they embody these qualities?" Professor Port asked his students.

She immediately raised her hand. "I do!"

"Ms. Schnee! Excellent excellent, please do step down here to the floor, and bring your weapon with you."

Weiss stood stoically, pushing past Ruby with a bit more aggression than she probably intended to show. Dainty heels clicked their way down the stairs as she took her position opposite of a wrought-iron box with various breathing holes, per Port's instructions.

"As Huntsmen and Huntresses of Vale, it will be your sworn duty to uphold justice and protect the innocent. As such, you must show unwavering resolve and ferocity each and every time you step forth on the battlefield. Let us see if Ms. Schnee can do so!"

As he finished his sentence, Port pulled a lever on the side of the box, its front face falling forward with a crash. Snarling and growling could be heard from within, prompting Weiss to take her family's battle stance; sword hand forward and angled 45 degrees at the elbow, free hand at the small of her back, lead foot forward shoulder length. Launching out of the crate came a small but equally menacing pig-grimm; a Boarbatusk.

It looked every bit the part of an untainted wild boar, save for the usual bone protrusions and mask shared by all Grimm, and the larger than normal tusks that jutted from its jaws. With an angry squeal, the boar charged Weiss, intent on gutting her. She rolled to the left, letting Myrtenaster dig into its hide. She stood and turned with confidence, only to find her weapon barely scratched it.

"Go Weiss!" cheered Yang.

"Represent Team RRWBY!" added Ruby.

" _Just ignore them Weiss."_

Raine and Blake leaned forward and stayed silent.

"Oh ho!" Port bellowed jovially. "Do not be fooled by the look of a Boarbatusk. They are tougher than they initially seem. What now shall you do?"

Weiss grit her teeth. _"Just watch."_

The grimm jumped and flipped forward, landing in an unusual rolling motion. Weiss' eyes widened as it shot forward with incredible speed, its bone growths giving it traction on an otherwise smooth granite floor. She didn't have time to react and took the blow head on, knocking her backwards several meters. A gasp of air forced its way from her lungs, as well as a tiny bit of blood.

"Weiss be careful!" cried Ruby.

"Ruby, stop distracting me!" she spat back, making her team leader deflate.

" _Think, you've studied these things before back home. Winter made sure you researched them all extensively."_

"Hit the underbelly," Raine spoke out calmly.

Of course! How could she forget that detail? She made a flick with her rapier and a gravity glyph formed beneath the boarbatusk's hooves, holding it in place. It looked down in confusion. With an upward motion from Weiss' hand, the glyph reversed its force and shot the grimm up into the air, tumbling head over heels by the blast. Myrtenaster poised, she skated forward for the killing blow, burying her blade into the beast's belly. She made sure she planted the grimm into the floor as they landed. It struggled a few seconds and then, letting out a death rattle, laid still, its body naturally breaking away into black ash.

"Bravo Ms. Schnee! Excellent action on your part. She does indeed have the makings of a successful huntress!" Port applauded.

She wasn't listening. Outwardly she remained her usual cold self, but inside she was seething. She barely noticed Port announcing that class was over and reminding them of their homework due in three days on beowolves. Without sparing even a minute, she grabbed her bags and left, leaving her confused teammates behind. Weiss needed time alone, time to think and mull over how her life was going. She didn't expect Ruby to come running after her.

"Weiss!" Ruby called out to her.

"What?!"

"What's gotten into you? All day you've been-"

"What's gotten into me? What's wrong with you? You're supposed to be a leader, yet all you've been so far is a nuisance!"

Ruby scoffed. "What did I do?"

"That's just it! You've done nothing to earn your position. Back in the forest you did nothing but act like a child, and you still continue to do so!"

Ruby was trembling as her teammates words set in. "Weiss, where is all this coming from? What about all that talk about working together and being a team?"

"Not a team led by you."

Those words stung.

"I have studied, and trained, and quite frankly deserve better. Ozpin made a mistake."

The Heiress was done. Arms crossed, she turned on her heel and left, leaving Ruby on the verge of tears. The young girl curled in on herself, turning to run only to bump into the Headmaster himself.

"Well that didn't go very well did it," he commented.

"Is she right though? Did you make a mistake?"

He gave her a small, not so reassuring smile. "That remains to be seen."

"What do you mean?"

"Ruby this is only the first day. I have made more mistakes than any man, woman, and child on this planet, yet I do not believe your appointment as leader to be one of them. Do you?"

"Kinda yeah, I mean Raine was in command of all of us, and not once did he lose his cool."

"True, he was able to think tactically and relay orders in the heat of battle soundly, but there's one thing you did that he didn't. Can you guess what that is?"

She shook her head no.

"You inspired. Not just your group but Team JNPR as well. It was your words at the temple that brought everyone together as a cohesive unit. Even though the two of you were in the lead, it was you they were following, not Raine."

He took a sip of his coffee as Ruby started to feel better.

"That being said, it is important for you to know that being a leader isn't just a badge that you carry with you into battle. It's a way of life, a higher standard you must pledge yourself to. How can you expect others to follow and respect you if you're not at your very best everyday?"

She mulled over his words.

"You've been given a daunting responsibility Ruby. I advise you take some time and decide how you plan to uphold it."

* * *

"How are you feeling, Princess? You seemed more agitated than usual in class today."

"Go away Raine."

She came up to one of the observation balconies to watch the sunset and clear her head. Raine ignored the comment and joined her at the railing, placing a hand on her shoulder. She violently shrugged it away.

"Hey your worship, I'm only trying to help!"

"Will you stop referring to me like that?" she snapped back.

"Sure Weiss."

A silence fell over them, Raine choosing to keep his mouth shut and let her work through her thoughts at her own pace. When she realized he wasn't going anywhere anytime soon, she took a deep breath.

"One of us should have been the leader of Team RWBY."

Raine tilted his head in confusion. "You'll have to explain that one to me."

"Don't play dumb. We both know we're the most qualified for the job. You've fought Grimm plenty of times before, I could tell by the way you carried yourself out there. And I've had the best teachers Atlas has to offer over my entire life. We both deserve better."

"I disagree. On both counts."

"Excuse me?"

"Let me explain. Being a leader isn't just about books and battle prowess. It's about character and attitude. When the teachers look at you, they see a girl who has had everything she's ever wanted her entire life. That type of upbringing tends to lead to a bad attitude."

"How dare you! That's not even remotely true!" she retorted before catching herself. "Well... it's not mostly true."

"As for me, well my record kind of speaks for itself."

It was Weiss' turn to be surprised.

"I came here from Vacuo, made the trip by myself on foot in fact. I told Ozpin as much the day he invited Ruby and I to Beacon. When he asked why, I said it was training. That wasn't entirely true."

He took a deep breath as he continued. "I used to be a student at Shade, in a similar position as Ruby I might add, only a year older than her. I was hailed by both other students and teachers as a prodigy, soaking up all the material like a sponge and soaring past all of my peers with incredible skill. They didn't hesitate to put me in command of a team of my own."

Weiss was hanging onto his words. She didn't expect to feel any kinship with the wayward swordsman.

"Unlike Beacon, Shade ran three-man teams for its top students. I still remember their names; Cyan and Arianna. Team ARC." Raine let out a chuckle. "I bet Jaune would love that."

Weiss allowed a smile of her own.

"It went well for a time, we were unbeatable and on the fast track to graduating top of our class. I loved every minute of it."

"What happened?"

His face grew dark. "Another difference between the two academies; Shade preferred field missions over classroom lectures. We were sent north up the coast to gather a certain type of herb used to combat poisons, when we were ambushed by a pair of aquatic King Taijitu."

Weiss shuddered at the the thought.

"A good leader would have ordered a retreat, but my ego was inflated. I felt like we could handle anything."

He gripped the railing with force, knuckles turning white and lightly bending it from his aura enhanced strength.

"It went bad, quick. Ariana was poisoned badly and Cyan lost a leg. I was able to force the Grimm away and tend to my team's wounds but it was a Pyrrhic Victory."

Raine swallowed.

"Raine I... I'm sorry," Weiss tried to console him.

He shook his head. "It's done and in the past now; it's fine. Anyway, they claimed not to blame me but I could tell they looked at me differently. I knew they blamed me just as I blamed myself, and they had every right to. I withdrew from Shade the next day."

Raine snorted to himself. "Despite my knowledge and skill, I still failed and it nearly cost two of my dearest friends their lives." He sighed.

"I'm not trying to spill my life story out to you. What I'm trying to say is that Ruby has a characteristic that neither of us have; it's innocence. She's an endearing person, it was that pure and honest spirit that rallied us at the temple, not my tactical know-how or your training. That's why Ozpin picked her."

Weiss bit her lip. She wanted to challenge that but couldn't find the heart nor words.

"Sure she can be immature, but she's still 15 and despite the giant sniper rifle/scythe, she's still a fairly normal girl. I don't want to see her fail like I did, and despite the differences between you two, I doubt you'd want to either. She's your partner Weiss. It's your approval she wants the most."

He pushed himself off the railing and turned to leave. "It's getting late, I think we should turn in. We have Goodwitch first thing tomorrow with combat training, and I hear she's a slave driver."

Weiss nodded but stayed where she was. "Thanks but I think I want to stay here for a bit longer."

Raine waved in understanding. "Take your time."

* * *

It was late in the evening when Weiss returned to her dorm. Raine, Blake and Yang were all fast asleep, and it seemed Ruby was too, covers thrown completely over her head. Weiss would have been convinced if the lamp wasn't left on. She walked over and gently pulled the covers back. Her mouth fell open to see numerous books strew about haphazardly all on topics they had gone over today. Ruby had ended up passing out on her notes. With a sad smile and remembering Raine's words, she gently shook her awake.

Ruby snorted as she was jostled awake. "Gah, Weiss! I-I was studying and then I fell asleep, I'm sorry!"

Weiss quickly clamped a hand over her mouth, shushing her as she motioned to their sleeping team.

"How do you take your coffee?"

"Uh I- I don't-"

"Answer the question!"

"Ah! Cream and five sugars!"

Weiss sighed. "Don't move."

Ruby laid there in confusion, wondering if she had done something wrong again. She was surprised to see Weiss holding a fresh cup for her.

"Um, thanks Weiss."

"Ruby, I wanted to apologize for the way I acted today. I really do think you have what it takes to be a team leader and I let my jealousy get in the way."

Ruby felt her heart swell.

"Just so you know, I'm going to be the best teammate you've ever had," she declared with an honest smile. "Good luck studying." She left to grab her bed clothes, but popped back up quickly.

"That's wrong by the way," she declared as she pointed to a spot in Ruby's notes.

Ruby couldn't believe what was happening. Weiss really did believe in her. And it didn't just give her that giddy, excited feeling she usually got. This was warmer, more heartfelt. It felt right.

"Hey Ruby?"

She turned to see Weiss stopped at the bathroom door.

"I always wanted bunk beds as a kid," she told her and shut the door.

Unbeknownst to the two girls, Raine was wide awake. He heard everything and he smiled.

* * *

 **A/N: Decided to get a bit deeper with this chapter. Some friction between Ruby and Weiss leads to the latter having a bit of a moment with Raine. I also revealed more of his own background, particularly his motives for coming to Vale in the first place. Hopefully, this will answer anyone who questions why the OC isn't leading the group. As always, let me know your thoughts on the story so far in the review section if you have the time. To those who have already done so, thank you so much, it's a massive encouragement to continue the show.**


	5. I Burn

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

Jaune Arc hated losing. He hated it even more when people were watching, and right now his audience was his entire class. For not the first time since he came here, Jaune felt like he had made a mistake. They were having a spar in Professor Goodwitch's class and he was paired against none other than the school's resident bully, Cardin Winchester.

Cardin was built for brutal power. The auburn haired giant towered over the smaller Jaune, standing at 6'6 and very broad shouldered. He was clad in black plate armor with gold trimmings, with a golden bird with its wings outstretched painted on the front. Below that he wore a black shirt with red trimmings and simple black pants. His armored boots, same color as his breastplate, were cleated as well.

He grunted as he was knocked back by a heavy blow from Cardin's mace, an barbaric thing complete with eight bladed wings for cleaving. Jaune's shield rang from the trauma but otherwise held up.

" _Move Jaune, don't let this guy knock you around the whole match!"_

With a warcry, Jaune charged forward, his sword Crocea Mors raised high over his head. He brought it down in a slash which Cardin easily sidestepped. Chuckling, the brute sent a heavy kick into Jaune's stomach, the blow making him lose his grip of his shield. Grabbing him by the collar with his free hand, Cardin added insult to injury by showing off his sheer strength and throwing Jaune clear across the arena. The blonde crumpled to the floor, too fatigued to catch himself. Struggling to his feet, Jaune charged once more, holding his sword in a two-handed grip and throwing his entire weight into the strike. A loud ring filled the arena as Cardin easily blocked it with his mace, the blade catching in one of the wings.

"This is the part where you give up," he sneered down at his opponent.

"Over my dead bo-" Jaune never got that last word out. Spittle flew from his mouth as Cardin kneed him in the stomach.

Jaune fell to the floor in pain, the wind driven out of him and his muscles on fire from exertion. He had nothing left to give, and Cardin knew it. With a malicious grin he raised his mace high over his head, intent on landing a finishing blow.

"That's enough!" called Goodwitch.

With an unhappy expression, like a child who's favorite toy was taken, Cardin stepped back. Even he wasn't foolish enough to attract the ire of Professor Goodwitch.

"Class, as you can see Mr. Arc's aura has dropped into the red. In a tournament style duel the match, this would indicate that he is unable to continue, and an official would call the match." She tapped a few buttons on her scroll and the large displays above them showing each combatant's picture and aura levels switched off. "Mr. Arc, it has been several weeks now. Please do not neglect to reference your scroll if you are unaware of your aura's levels. It will help you gauge whether or not a more... defensive approach would be more beneficial to your health. We don't want you getting eaten by a stray Ursa now would we?"

Cardin scoffed under his breath as he walked away. "Speak for yourself."

Goodwitch turned her attention to the rest of the class.

"Remember everyone, the Vytal Festival is only a few months away. It won't be long now until other students from the other kingdoms start arriving in Vale, so keep practicing. Those who choose to compete in the tournament will be representing the entire kingdom. Dismissed."

The girls of team RRWBY were ecstatic for the opportunity, even Blake showed some unusual eagerness. Raine, on the other hand had his attention focused on Jaune, his peer glumly remaining seated in the middle of the arena. He shared a look with Pyrrha, who looked equally concerned. They were going to have to do something, and soon.

* * *

"So there we were, in the middle. Of the night..." It was Nora's storytime at lunch.

"It was day," corrected Ren.

"We were surrounded by Ursai..."

"They were beowolves."

"Dozens of them!"

"Two of them."

"But they were no match... and in the end, Ren and I took them down! And made a boatload of Lien by selling Ursa skin rugs."

Nora sat down with a triumphant smirk on her face.

Ren sighed. "She's been having this reoccurring dream for nearly a month now."

"Maybe it's a premonition?" shrugged Raine as he took another bite of mashed potatoes.

"WE'RE GONNA BE RICH! ALL YOU CAN EAT PANCAKES, HERE I COME!"

"Please don't encourage her!" begged Ren as he put a face-palmed.

Jaune ignored it all. He was too busy dejectedly picking at his food with his fork.

"Jaune? Is everything ok?" asked Pyrrha.

"Huh? What makes you say that?"

"Well you just seem kinda... not ok," Ruby added hesitantly.

He laughed nervously. "G-guys, I'm fine. Seriously! Just look!" He gave an unconvincing smile and thumbs up. He deflated when he realized it wasn't working.

"It's that Cardin fellow isn't it?" Raine chimed in, pointing his fork at the blonde. "The guy has done nothing but single you out since day one."

Jaune scoffed. "That's ridiculous, I don't get any special attention."

"What about that time he triggered your shield in a doorway and got you stuck?" asked Blake.

"That was just an accident, and I bumped into him anyway."

"Or when he shoved you into your locker and rigged it to launch you to random coordinates?" chimed in Ren.

"Oh come on guys, I didn't land THAT far away from the school."

"You landed in the Emerald Forest," came a deadpan comment from Weiss.

"He just likes to mess around a lot!"

"Jaune, he's a bully!" said Ruby.

"Jaune, we're all your friends here. You can come to us if you need help," Pyrrha explained, hoping to get more than a dismissal from him.

"I know! We can break his legs!" announced Nora.

"I'm not stopping at his legs," added Yang.

Jaune sighed and stood up, grabbing his tray. "Look, guys I know what you're trying to do, and I appreciate it but I'll be fine. Really. Besides," he shrugged and motioned over to Cardin's group. "He's not just a jerk to me, he's a jerk to everyone."

Ruby frowned as she followed his nod. Cardin, the brute, was making fun of a Faunus rabbit girl, Velvet Scarlatina who was a year ahead of them, laughing uproariously with his buddies while he yanked on one of her brown furred ears.

"Stop it, that hurts!" she cried as she struggled to get away.

"See? What did I tell ya? I told you they were real," he barked. His friends laughed even harder. "What a freak."

Growling, Ruby stood up from her seat, drawing alarm from her friends. Fists clenched, she stomped over to the group, her adversaries too caught up in their fun to notice until she was standing next to them.

"Hey!" she yelled. "Leave her alone!"

More out of surprise than any shred of obedience, Cardin did so but rounded on Ruby in the process.

"Really? And what is a pipsqueak like you going to do about it?" he sneered as he rose to full height, literally dwarfing Ruby.

"I'll break your legs!" she growled.

Cardin laughed, hard. By now the entire cafeteria had fallen silent, all eyes on the youngest of the first years challenging the resident Giant without hesitation.

"Ruby, please..." pleaded Velvet.

Cardin sneered over his shoulder at his victim. "Run along little rodent, looks like you got a free pass today." Fearfully, the girl did so but stole several looks back, her expression torn between relief and regret. The giant returned his attention to Ruby.

"Let me tell you something... Rose was it? We're human. We are superior to 'them' in every sense of the word. It's our blood given right to rule over them."

Blake subconsciously ground her teeth, a reaction that didn't go unnoticed by Raine.

"No it's not! They have every right to life as we do and then some! You're just an asshole who likes to pick on anybody and anything weaker and smaller than you!"

Ruby's friends shared the same expression of shock; the normally sweet girl never swore.

Cardin continued to sneer, except his earlier sense of humor had disappeared. "Survival of the fittest, sweetheart." Ruby shivered in disgust as that word rolled off his tongue. He then turned and announced to the entire hall, "But what do you expect? From a child in an adult's school?"

He faced Ruby once more, this time bending at the knees to match her at eye level. "I'm going to give you one, and only one chance; mind your own goddamn business."

She spat in his face. You could hear a pin drop, it was so quiet. Cardin took a few moments to fully register what Ruby had done with him, then he smirked. A single, calloused finger lifted to wipe the spittle from his cheek. That same hand, with unusual speed for a man his size, came across and smacked Ruby in the jaw, sending her crumpling to the floor with a yelp of pain and shock. Yang was between them in a split second, burying her fist into his stomach. Her aura was flaring out wildly, eyes crimson and glinting with murderous intent.

"You just signed your death warrant, Winchester."

Despite what seemed to be a heavy blow, the punch only forced Cardin to skid backwards a few meters, his smirk never leaving his face.

"And the bimbo comes to the freak sympathizer's rescue. You know what they say about heroes; their only good use is for dying."

Raine stepped in at this point, placing himself quite literally into the firing zone between Yang and Cardin, Blake and Weiss choosing instead to block off Cardin's buddies. Pyrrha joined them, helping Ruby back to her feet. Jaune, Ren, Nora, and the rest of the remaining students watched with shock.

"There's a time and place for everything Yang, don't get yourself expelled over this scum."

"Do not interfere Zaffre," she growled out. "Step aside or I will put you through the fucking ceiling."

"I said there's a time and place, I didn't say I would stop you. That being said..." He turned to the rest of their team. "Weiss! How long until next period and what time is it now?"

The question caught her off guard but she answered perfectly. "It's only noon and the next period doesn't start for another hour. But that's just a study hall anyway. It's Friday remember?"

Raine turned his attention back to Yang. "Do you need me to explain this next part?"

She calmed slightly, but only slightly. Directing all of her ire at Cardin, she spoke. "Arena. Now."

Yang turned on her heel and left, the rest of the student body giving her a very wide berth as her flame-like aura was still very tangible and excessively violent. Cardin glared at her back, fists clenching. This was the first time anyone had stood up to him like this. As irritating as it was, he still found a part of him excited at the prospect of testing his strength. What better way than to put some unruly degenerates in their place than a legally sanctioned match? Of course, he couldn't let someone else have the last word if he could help it.

"What's wrong Zaffre? I know you want a piece of me too. Going to let your little whores do the dirty work for you?"

Raine remained silent for a few seconds, letting his aura speak for him. Unlike Yang, his was concentrated and focused; in contrast to hers which would flare out and burn anyone nearby, his exerted unseen force over its surroundings, a dreadful pressure that made the faint of heart unable to stand. Some students did exactly that, but that was the worst of their symptoms as he directed all of its power at Cardin. If the latter was honest with himself, he would admit he may have picked the wrong fight. His knees began to shake; only sheer willpower kept him on his feet.

"You made it personal with Yang the moment you touched Ruby. In fact, you could say I saved your life by reminding her of the Arena because I can promise you she wouldn't think twice about getting expelled over your corpse."

His tone was deathly quiet, yet the words he spoke held the weight of a thunderclap.

"Besides, I don't fight trash. I dispose of it."

* * *

"This is completely unacceptable. I'm absolutely appaled you are allowing this to happen," ground Goodwitch as she and Ozpin marched their way to the arena in her classroom.

"Had the confrontation continued in the cafeteria we would have been obligated to intervene, this is true. However, Mr. Zaffre's decision to bring up the arena in the first place just makes our part in the conflict easier. We'll just ensure nobody kills each other," Ozpin replied calmly.

"In regards to the rules, several have been broken yes, by both parties. We shall address that when the time is right. For now, let us see how our students handle the situation."

Glynda rolled her eyes, she would step in personally if need be. Their arrival at the arena went largely unnoticed, save for the few students within direct proximity of them. His gaze drifted down to the arena floor, where three figures stood. Opposite of each were Yang and Cardin, dressed in their battle clothes. Between them as the proctor was Raine. She briefly considered granting him authority to use the arena as would a proper mediator in a tournament to be a mistake, but after putting more thought into Ozpin's words, shook that notion. With the way Yang responded to Ruby getting slapped, a few broken bones was far more preferable to a corpse.

Word of the fight spread like wildfire among the students of Beacon. Individuals of even senior years were present. Cardin and Yang both had big reputations and a standing character trait to not be crossed. To watch the two duke it out against each other without the watchful eyes of faculty was too good of an opportunity to pass up.

Raine cleared his throat, his voice amplified by the arena's speakers. "This match shall be conducted with tournament style rules. Both combatants shall fight until one of three criteria are met: a fighter's aura level drops below 10%, a fighter forfeits, or if a fighter is otherwise unable to continue, in which case I shall halt the match and call the winner. Lethal force is _not_ authorized, do I make myself clear?"

"Crystal," growled Yang as she slammed her fists together at the knuckles.

Cardin shrugged but nodded. He wouldn't need to kill anybody to prove his point. He hefted his mace lazily in preparation.

"On my mark," announced Raine as he raised his hand. "Begin!" He dropped it.

Yang shot forward immediately, wasting no time and tapping into her semblance, throwing a vicious right hook at Cardin's face. He blocked it with ease, his mace taking the brunt of the attack. The force however sent him skidding backwards. Yang gave chase, launching into a flurry of punches and kicks, but Cardin took every single one of them in stride. As he neared the edge of the arena, he skid to stop as he countered a gauntlet clad fist, redirecting it into the ground. He followed through with his mace, swinging like a gold club and smacking Yang in the jaw. The force sent her into the air tumbling head over heels. The exchange brought both Cardin and Yang down to 70%.

Righting herself in midair, she kicked off the ceiling in a burst of flame, her foot igniting as she fell back towards the ground with an ax kick. Gritting his teeth, Cardin dodged out of the way just in time to avoid contact. Yang landed with a shockwave that rocked the entire building. Many students cried in alarm and disbelief. It was no secret Yang was strong, but this blatant display of power was downright terrifying for some.

"Kick his sorry butt into next week Yang!" cheered Ruby. Exhilarating for others.

Cardin went on the attack, rushing Yang as the smoke cleared around her. He brought his mace up and over his head, intent on burying her even deeper into the crater. She blocked with a cross guard of her gauntlets, the impact sending a second, though granted smaller, shockwave. She buckled slightly under the weight of the blow.

"I don't care if you're a pretty face," he announced to her through straining teeth. "I'm going to cave it in, and when I'm done, that little sister of yours will be next."

"You. Will. Not," she growled out as her aura began flaring once again. "Lay another finger!" She shifted her weight and Cardin's mace slipped from the lock.

"ON MY SISTER!" she bellowed.

Her aura exploded outwards, and for the first time in his life, Cardin felt a deathly chill as blood red irises bore into his own onyx ones. Leaning back, Yang delivered a devastating kick into his stomach. His vision went white as spittle flew from his mouth from the impact. A second kick from her other foot caught him in the jaw. Like the bird of his namesake, Cardin Winchester was sent airborne. The whole world spun as his lungs struggled to work. That kick to his gut was murder. In a flash of yellow, Yang was above him ready to intercept. Death was in her eyes as she reared her right fist back.

"Meteor Strike!" she yelled, and sent the fist into Cardin's chest, her gauntlet discharging a round as it connected.

A shockwave erupted from the pair as Cardin was sent plummeting to the ground. One message was given today; never piss off Yang Xiao Long. Shock and awe etched the faces of all present, except for Ozpin and Goodwitch whom remained impassive. Raine lightly hopped over the ensuing shockwave that Cardin's impact had generated, the arena floor becoming a spiderweb of cracks and fissures. Arms still crossed, he glanced at the score card. The blow dropped Cardin down to 6%. Oddly enough, Yang's own aura dropped to 25%. Considering it a drawback to such a powerful finisher, Raine shrugged and raised his hand.

"The winner is Yang Xiao Long!"

Cheers and applause erupted from the audience as Yang landed on her feet, exhaustion marring her features. She smiled wearily and waved, her earlier rage dissipated.

"How are you feeling? Any better?" asked Raine as he approached her with a smirk on his face.

"Understatement of the year, Blue," she panted.

"Not yet princess!"

Raine spun on his heel. Cardin should have been knocked out cold from a blow like that. He was wrong. The man had vaulted from the crater, a sickly purple energy enveloping his form. Raine's eyes widened when he realized all of it was concentrated into his mace.

"Move!" he yelled.

Spinning on his heel, he grabbed Yang by the collar of her vest and threw her to safety with as much strength as he could muster. At the same time, his opposite hand drew Tempest from its sheathe, the runes glowing brightly with power. A bubble of energy surrounded Raine just as the two weapons collided. An explosion of violet light erupted from the contact, the two auras clashing ferociously. Raine grit his teeth as the sickly aura assaulted his own with unwavering force. Even from beneath the protection of his shield, he could still feel such grotesque power eating away at his skin like acid. He had to end this now, permanently if needed.

He never had to. Ozpin chose this moment to step in, a frown marring his features as he appeared in a blur above Raine. The two combatants looked up in surprise as the Headmaster thrust forward with his cane, the foot of which making contact with Cardin's forehead. The man's eyes went white; like a switch, the sickly power dissipated. Unconsciousness overtook Cardin as he crumpled to the ground, his mace clattering beside him. Ozpin adjusted his spectacles as he silently observed his student; how he had come across a power like that was alarming, but for the sake of the other students present, he maintained that same outward calm.

"Alright everyone, the excitement is over. Return to your classes," he announced evenly.

Conversations of mixed emotion rose from the crowds as they filed out of the arena. The only ones to lag behind were Teams RRWBY and JNPR. Raine sighed in relief when he realized Yang was ok, Ruby gushing over her in both worry and excitement. Blake and Weiss were more restrained in their concern, as were JNPR when they joined them. Jaune looked like he had seen a ghost.

"Glynda, please take Mr. Winchester to the medical wing and have him placed under close observation, then meet me in my office."

"Understood," nodded Glynda. She turned to Raine. "Mr. Zaffre, next time an altercation ends up forming that could result in heavy violence, come to one of us rather than taking the matter into your own hands."

"Yes ma'am, won't happen again."

She eyed him levelly, then with a wave of her riding crop, carried Cardin out of the arena. Raine sheathed his sword and took a deep breath. Cardin's freak power-up was not something he had anticipated. He had no reason to. Was it his semblance? It did activate after he took an insane amount of damage, but could a human naturally have a semblance as... tainted as that?

"Mr. Zaffre." Raine's train of thought was broken by Ozpin's voice. "Fetch Miss Rose and meet me in my office. This is going to concern the both of you." There was no tone of malice in Ozpin's voice, so it seemed unlikely they were going to be punished for this.

"Yes sir, we'll see you there."

Ozpin gave no reply and left. Whatever it was, it was still serious.

"I suppose it could be worse," muttered Raine as he looked around at the now ruined arena.

* * *

"Yang, remind me to never piss you off," commented Blake as she lazily turned a page in her book.

The girls had gone back to their dorm; Professor Port, who was doing the study hall period this week, excused them for Yang's "absolutely stunning performance."

Yang laughed sheepishly as she rubbed the back of her head. "Sorry about that, I just saw red after Ruby got hit like that."

"Ah he just caught me by surprise, I'm fine," Ruby waved it off. "You on the other hand, how come you never told me you got so strong? For a moment I thought you were actually going to kill Cardin."

"I pulled back on that last punch. Normally I would have shot the whole belt but even I knew that was overkill."

"Even so, that was extremely reckless. Did you see the look on Goodwitch's face? This is not the last time we're going to hear about this incident," said Weiss, her arms crossed.

"Oh come on Ice Queen, you've never gotten into a little school scuffle?" Yang said as she waved nonchalantly.

"Of course not! Atlas schools pride themselves in discipline and professionalism. Any signs of disobedience or disorder is stamped out quickly and thoroughly before anything like all of 'this'," she waved her arms across in front of her for effect, "can develop."

"Well that explains a lot," shrugged Yang. "You're too uptight Weiss, live a little! It's not like you're getting any younger; don't you have any boys you're interested in? Ya know, a little Sunday morning in town at a coffee shop? Go to the spa afterwards or the fair, and ya know, make out?"

Weiss blushed and sputtered. "H-how come everything just revolves around your libido?"

Yang smirked. "Is that a yes?"

Weiss turned away not answering, face flushed as red as her blazer.

"Oh you do! Spill girl, I need deets."

Inside Weiss was freaking out. Ruby and Blake had caught on to her nervousness and were listening intently. Someone had wormed their way into the Ice Queen's heart? Ruby suddenly felt a spike of dread. It couldn't be him could it? _"Oh no, please let me be wrong."_

As Weiss opened her mouth, the door swung open.

"Oh there you are," said Raine. "Ruby, Ozpin wants to talk to us."

"Huh, did he say what about?" she asked as she hopped down from her bunk, her apprehension forgotten.

"Take a wild guess," said Weiss, her earlier sass now back.

"Haven't a clue, but I don't think any of us are in trouble," he answered as Ruby followed him out the door. "We'll fill you guys in when we get back."

Weiss let out a breath she hadn't realized she was holding as the door shut. _"Oh good, dodged a bullet on that one."_

Almost, as Yang and Blake we're now right in front of her, both staring expectantly. She shuddered. This was going to be a long night.

* * *

 **A/N: Oh yes, I went there. I've always wanted to see how Yang would react to her sister getting picked on or hurt by a peer. Cardin was an easy character to write off in the series following Vol. 01, even Monty specifically designed him to be the stereotypical high school bully. I felt that was a bit boring so I decided to make my version a tad more evil. Anyway, the online version of WWSE is now caught up to what I've got on the computer. Updates are going to be much slower now as I'll be posting as I write. I'll try to get at least one chapter out a week, but between work and school, I've got no promises there. Let me know how you feel about the story progressing because this is where we'll start breaking off from the canon story, bit by bit. Till next time!**


	6. Lessons Learned

**A/N: Hey guys, ZEN here with chapter six of WWSE. Before we get going with the show, I want to first answer a couple questions one of my reviewers, dragonlordandsword, had asked on previous chapters.**

 **You're right about OCs in that the authors either make it a steamrolling party or they just throw them in as an extra character in what's basically a novelization of the show, and avoid giving that character any meaningful depth or development. While some of the canon stuff I can't really avoid in the very start, I will be drifting away from that as you've seen in the last chapter. The next few chapters after this one will be heavily AU as example. Silver eyes are barely touched upon in the show so far, leaving me plenty of room to experiment with them and how they fit into the world.**

 **Anyway, thank you very much for your support. Now, let's get to the good stuff.**

 **Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

The elevator ride was long and awkward. Raine and Ruby never had any time alone with each other. They were always surrounded by friends or too busy with classes. Now though, it was becoming increasingly apparent that they had no idea how to interact when all of that was taken away. Ruby rocked back and forth on her heels, humming a little tune to herself as a distraction. Weiss' words echoed in her ears. Was it really so bad to have a little crush on her teammate? It's not like she meant for it to happen, it just did! And then the earlier conversation in their room came back to the forefront of her mind. Weiss liked someone, and the more she thought about it the more she thought it was Raine. The Heiress never let anyone, let alone guys, get close to her and she always shot them down when they asked her out. Not that Raine ever asked her out, in fact he was handling living with four girls surprisingly well. If she was honest with herself, she was actually kind of disappointed he wasn't a bit more like other guys. It was giving her a headache and she hated it. She had to ask him, she couldn't keep it bottled up.

"Hey Raine/Hey Ruby?"

They stopped and stared at each other, then quickly turned away with blushes on their faces.

" _Dang it, why did I do that?!"_ they both lamented.

This was ridiculous. Raine was better than this. Talking to a girl shouldn't make him this nervous. He had faced down countless Grimm over the years, he led his own team. Hell he was able to speak to any others just fine. He should have been more focused on the coming talk with Ozpin yet here he was unable to form a few sentences with his team leader; his spunky, adorable, and endearing team leader.

"Ruby...?" he started nervously.

"Yeah?" she replied quietly, not meeting his gaze.

The door opened before he could speak. Relief and regret flooded through both of them as they stepped into Ozpin's office at the summit of the tower, with Raine taking the lead and Ruby close behind. It was a spacious room with a large window in the design of a clock looking over Vale. Both the floor and ceiling were made of transparent glass with an emerald tint, through which one could see the mechanical workings of cogs and gears, as if they were standing in the middle of a giant clock. This became more apparent as Raine took in his surroundings. Aside from a few plants and marble pillars, many of the things present here all resembled clocks. The benches and chairs resembled gears and Ozpin's chair itself had two, rounded, intricate designs of clocks instead of legs.

Seated at a glass and bronze desk with a scroll terminal and tea pot with several cups was Headmaster Ozpin, his chin resting on folded hands as he expected his visitors. Standing next to him on his left was Professor Goodwitch.

"Thank you for coming you two, please have a seat," he motioned to the two chairs in front of his desk.

"Ruby, how are you feeling? We reviewed the security footage and I can assure you that Mr. Winchester will be disciplined accordingly."

"Oh! It was nothing really. I didn't really feel it, it just took me by surprise."

"Be that as it may, we do not tolerate assault between students," said Goodwitch. "Mr. Winchester's actions are not welcomed at this school."

"And the harassment he has been doing to Velvet?" asked Raine.

"Given that Miss Scarlatina has not reported anything regarding harassment, this is the only incident we can address."

"That's fair I guess. So what is this about? I doubt you called us all the way up here for just a quick chat on discrimination in the school."

Ozpin leaned forward in his chair. "What do you know about magic?"

"...eh?" Ruby tilted her head in confusion. "It's a fairy tale isn't it?"

"I heard it more along the lines as a lost art from ancient times," chimed in Raine. "In fact, I'd say the closest thing to it would be Professor Goodwitch's power."

"Close but incorrect. My semblance is telekinesis, albeit an advanced form that can manipulate at the atomic level," she explained.

"What I am speaking of is magic, pure magic that can create and destroy without the aid of Dust."

"Wait," said Ruby. "You mean to say that whatever Cardin used..."

"Was magic, you are correct Miss Rose. However, it was far more twisted and tainted than any magic I have experienced in recent history."

"Recent history?" repeated Raine.

Ozpin waved him off. "Another story for another time. As it stands right now, Mr. Winchester has been put under close observation and confinement until we are able to remove this magic from his body."

"Ok but what does this have to do with us?" pressed Raine.

"The two of you are here for two reasons: Raine, because you were able to resist such power, and Ruby because you are his team leader. I have reason to believe that the two of you are going to be at the forefront of this issue in the coming weeks."

Ozpin took a sip from his coffee. "Mr. Winchester was not an isolated incident. I have had hunters in the field investigating these phenomena for the past couple years. They are few and far between, and usually only affecting Grimm, but they happen. However, more recently there have been reports and rumors of this same power affecting both Humans and Faunus. Each and every last one of these examples, unlike the Grimm who seem to have a natural affinity to it, all ended in fatalities The fact that one of my own students has stumbled upon this power is more than a little cause for concern."

He focused on Raine once more. "Do you remember our talk in the courtyard? About the silver eyed warriors and humanity's greatest flaw?"

Raine nodded. The mention of silver eyed warriors snagged Ruby's attention, not that she wasn't already listening intently, only that her mind flashed back to the night she met Headmaster Ozpin and the first thing he commented on; their silver eyes.

Ozpin continued. "Dark magic was developed during humanity's darker periods. A sect of silver eyed warriors, who used to be numerous enough to maintain their own faction, had devoted their entire existence on studying the Grimm; how they came to being, why negative emotions seemed to be the source of their power, why their bodies dissipate shortly after death. Their research led to a discovery that the Grimm, against popular belief, did in fact possess auras of their own, but of negative energy, an energy not normally detected without special tools. Unable to recreate a Grimm's aura, they turned to the closest thing; magic. While most of the scientists were motivated in developing weapons to combat the Grimm at a spiritual level, others saw it as an opportunity to boost their own powers, leading to in-fighting and a schism. The faction splintered and the warriors scattered across the planet, their research and facilities either forgotten to time or destroyed in the War... until now. One of my hunters has recently discovered such a facility in the mountains north of Mistral."

"That's good though isn't it? That means you'll be able to find where this dark magic is coming from," chimed in Ruby.

"It's not that simple unfortunately. We have not been able to gain access to the facility. While archaic, the security systems are still functional, one of the fail-safe measures being DNA recognition."

Raine caught on. "Which would mean it's going to take someone with the same DNA as the warriors who ran the facility to actually get inside."

"Normally this could wait without being truly urgent but given Mr. Winchester's exposure to this energy, such an option is no longer valid. As of right now, the two of you are the only known people in the four kingdoms who share such a genetic code, even if it's roughly a hundred years older than the people who designed these labs."

"You're asking us to go to these labs then and investigate? Isn't that a bit too much for a first year team?" questioned Raine.

"Whether or not you partake in the investigation is up to the two of you. I have no objections if you choose to simply open the doors and return here. But we need access to this information. The inherent risk of Dark Magic is that it kills the ones who use it. It corrodes the body and mind over time, killing the host from the inside out. Mr. Winchester has already been exhibiting symptoms related to this corrosion, particularly in the brain and heart. He has since been stabilized but as it stands now we have no means of recovery."

"So this facility may have a cure or clues for a cure that can help him get better, right?" asked Ruby. "I think we should do it."

"You're awfully eager to go help an enemy aren't you Red?" asked Raine.

"He's not an enemy. He's a jerk but not an enemy, and now we know he wasn't doing it on purpose. It was this dark magic that made him like that."

Raine smirked. "Well our fearless leader seems to believe this is a good thing, so I'm inclined to agree with her. When do we leave?"

Goodwitch stepped forward, scroll in hand. "You'll be departing by 8 tomorrow morning. An airship will be waiting for you and will take you directly to the kingdom of Mistral. Pack light with only the essentials. Exercise extreme caution. You may be talented, but arrogance has gotten even the best of hunters killed."

"Won't be a problem, you can count on us," Ruby enthusiastically declared.

"Who will we be meeting and where?" asked Raine.

"You'll be landing at Haven Academy where you will meet our huntsman. His name is Qrow Branwen."

Ruby gasped. "We're going on a mission with Uncle Qrow?" she cheered.

"Qrow has been heading this investigation personally for months now," explained Ozpin. "You will be under his command for the duration of this mission, which means if he feels you are not ready, he has full authority to return you to Beacon. Understood?"

Ruby and Raine nodded.

"Good. Brief your team, but I must stress that they keep this information confidential. The fewer leaks the better. Dismissed."

* * *

"Ok so let me get this straight," started Yang as Ruby and Raine finished filling them in on the meeting with Ozpin. "We're going to Mistral."

"Yep," her sister answered.

"We'll be breaking into an ancient lab that might or might not have what we're looking for."

"Essentially," added Raine.

"And we're doing it to save Mr. big dumb and ugly's life. You had me going until that last bit."

Raine sighed. "It's not just about Cardin. He's not the first to have this power and likely isn't the last either. Whatever we find in these labs can save lives or better yet, help us find the source and put an end to it."

"The mountain ranges in that area used to be Atlas territory during the war," commented Weiss. "My father's company might have some information on them that could help us."

"I'm more concerned about this magic itself," interjected Blake. "How are we supposed to fight against something like that? Raine you said it yourself that the stuff ate through your aura like acid."

"Ozpin left it up to us to join my uncle in actually exploring the labs. Technically he just needs Raine and I's blood to get in, but we're a team so we do everything together," assured Ruby.

"Wow, you're actually sounding like a leader now," commented Weiss with an amused smirk on her face.

"Hey, I'm trying ok?"

Raine laughed. "She got most of her initial excitement out of her system on the way back from Ozpin's office."

"I don't get it though. Why your guys' DNA?" asked Blake.

Raine rubbed the back of his head. "Apparently silver eyes is a genetic trait that used to be far more common before the war. The ones who had them were renowned to be great warriors when they put the time and effort into training, and were numerous enough to maintain their own faction of hunters. This facility belonged to them and the DNA verification was a security measure to keep out intruders."

"Not great enough if the two of you are all that's left," Weiss quipped with her arms crossed.

"They probably disappeared because of their research. From the sound of things, it's like they were defying some fundamental laws of nature," mentioned Blake.

"Either way, we're supposed to be leaving at 8 tomorrow. Raine and I have to go, but we want you guys with us," declared Ruby.

Weiss sighed. "I suppose someone needs to keep you two alive."

"Sounds like fun, and we get to travel the world too. Count me in," agreed Yang.

Blake shrugged. "I'm expecting this Qrow to send us back, this is only our first year but sure. Let's do it."

"Alright! Team RRWBY's first official mission is... official!" cheered Ruby.

"Ow..." mumbled Raine as he dug into his ear with a finger, earning a nervous laugh from Ruby. She was sitting right next to him.

Weiss shook her head in annoyance and stood. "I'm going to the CCT tower. I have some phone calls to make back home."

"Say hello to your dad for me!" called Ruby, earning a shudder from the Heiress.

"I suppose we should get packing," commented Yang as she went to her dresser. "How long is the flight supposed to take?"

"Ozpin said these airships can make the trip within a day. I hope they're more comfy than the one that brought us here," said a hopeful Ruby.

"They have individual cabins, which will make the trip more bearable. I'm surprised Ozpin was able to get us tickets at such short notice," added Raine.

"Being a headmaster must have a lot of perks," Yang chimed in.

They set to work preparing their bags when Raine let out a groan. "Oh crapbaskets..."

"What's wrong?"

He smiled sheepishly. "I don't have any winter clothes."

"How...?" asked a confused Blake.

"I came from a desert, chance of snow tends to be... minimal," he replied flatly.

"Well you know what that means," smiled Yang as she strut over. "Let's go shopping!"

He palmed his face. _"Should've just kept my mouth shut."_

* * *

The elevator pinged as the doors slid open, revealing the communication center at the top of the CCT tower. Hundreds of terminals were uniformly placed throughout the room, some of which were occupied. The room itself had a 360 degree panoramic window of the kingdom, allowing light to stream in from all directions. Weiss quickly made her way to a more secluded side of the room, waving off the assistant AI as it glittered to life when she entered. She sat down and tapped in a few commands, the screen coming to life with the Schnee Dust Company logo, a snowflake. A few seconds of dial tone later, a woman in her mid thirties wearing a white dress suit appeared.

"Thank you for calling the Schnee Dust Company, serving all of the world's- oh! Heiress Schnee, this is a pleasant surprise. How are you doing this afternoon?"

"Just fine, thank you," Weiss replied.

"Would you like me to put you in contact with your father?"

Weiss winced slightly but didn't show.

"That won't be necessary. I actually was looking for information on old Atlas facilities in the northern mountains of Mistral."

"That's... an unusual request, some of these files are in fact confidential," replied the secretary as she tapped away at her terminal. "Might I ask why?"

"They're for a school project concerning the Great War," Weiss replied without missing a beat. "Can you get me those files?"

"Yes, the transfer should only take a few moments. Please connect your scroll if you haven't already done so."

Weiss promptly plugged her scroll into the terminal, the screen lighting up with a transfer meter. In no time at all, the transfer was completed. With a smile on her face, she stowed it away in her pocket.

"Heiress, please exercise caution while going over these files. They contain sensitive information that could cause damage to the company," warned the secretary.

"Not a problem. They are merely reference material."

"Is there anything else I can help you with today?"

"No, thank you for your assistance."

With a farewell, the secretary terminated the call. Weiss frowned as her hand fell to her pocket. Cause damage to the company? These were just old facilities sealed off after the war. What could they possibly contain that could cause harm almost a century later? For some odd reason, Weiss felt an uneasy feeling in her gut, as if she was unknowingly opening a Pandora's Box. She shook her head as she stepped into the elevator. That was preposterous.

* * *

It was already night by the time Ruby, Raine, Yang and Blake returned from their shopping trip. The sole male of the group dragged his feet wearily, Blake shuffling alongside him. Yang was a nightmare to shop with, constantly mixing and matching outfits on BOTH of them as if she were a fashion queen. Just another example how despite being a brawler on the battlefield, Yang was still a young woman who still loved the same things as any other girl her age. Well, most girls. Ruby wasn't as bad at the clothing store as her sister, but on the way back she insisted on seeing a gunsmith and getting some extra parts that she could tinker with when they got back. A good thing too, as the whole group was running low on ammo. Except with the way Yang was with clothes, Ruby was the same with all things sharp, pointy, explosive, or otherwise a hazard to a Grimm's life. This led to her comically carrying a massive pack on her shoulders. Oddly enough, she didn't seem at all bothered by the weight.

"Remind me to never do this with you two again," gasped a weary Raine. Blake nodded her head in agreement.

"Oh hush, you had fun and you know it," Yang waved him off, her own bags slung over her shoulder.

"Come on guys, it wasn't that bad," said Ruby "Besides, I had an idea for a new gun that I just had to try out. It might be handy in our next fight, especially if we run into another Deathstalker."

"Can't Yang just punch it really hard instead?" moaned Blake.

The blonde laughed at that remark. "Nah, I'd rather just give you guys a _shot_." They all groaned at the pun.

"Damn it Barb," muttered Raine.

"What was that?" Yang shot back.

"Nothing!"

The quartet rounded the corner as they came to their hallway, to find a dejected looking Jaune Arc sitting on the floor outside of JNPR's dorm.

"Oh boy..." Raine said under his breath. Ruby caught on.

"Yang? Blake? You two go on ahead, we'll catch up," she told them.

The two girls shared a look then shrugged, giving Jaune a quick hello as they passed him and entered their room. He waved back but didn't say anything.

"Hey Jaune, locked yourself out of your room again?"

"Eh what?" the boy looked up as if startled as Ruby sat down next to him, dropping her pack off to the side. Raine soon joined them. "Oh, hey Ruby, Raine. Nah, got my key right here," he answered, laughing nervously.

"So, you gonna share what's been bothering you this time?" Raine asked, the look in his and Ruby's eyes telling Jaune they weren't going to let this go.

The blonde hesitated for a moment then sighed. "Ah who am I kidding..." he muttered. "I did something stupid, something that I really shouldn't have. Pyrrha won't even look at me, let alone talk. I'm starting to think coming to this school was a mistake... I'm a failure."

"Nope," Ruby told him nonchalantly.

"Huh?"

"Nope. You're a leader now Jaune, you're not allowed to be a failure."

"But... what if I'm a failure at being a leader?"

Ruby squinted her eyes as if she were deep in thought. "Nope," she repeated.

He laughed. "You're not exactly the easiest person to talk to about this stuff, you know?"

"Nope," she told him with a smile. "Jaune, you may have been a failure when you were a kid." He groaned. "You may have even been a failure the day we met." He deflated further. "But you can't be one now. You know why?"

"Uhhh, because-"

"Because it's _not_ just about you anymore. You have a team now, we both do. If we fail, we'll just be bringing them down with us. Your team deserves a great leader Jaune. That can be you if you just push yourself."

He scoffed, his voice starting to rise. "Push myself how? I've been struggling this whole time we've been here and have gotten nowhere. I'm the weakest in the school, I can't concentrate in any class, and when Cardin hit you..." he shuddered. "I came here for the wrong reasons. If I had just been stronger when I needed to be, none of that would have happened. And then when Pyrrha offers to help me, I let my stupid pride do the talking. Now I don't even have her."

Raine sighed. "Look, it seems bad now but it's not the end of the world. Pyrrha doesn't seem like the type to hold grudges. I bet if you apologized to her and meant it, she'd forgive you in a heartbeat. You just need to swallow that pride of yours and do it. Ruby and I didn't get where we are on our own. We had plenty of people teaching and guiding us. That's all you need." Raine smiled as he turned towards their door, Ruby rising to meet him.

"But... what if I screw up again and make it worse?"

Ruby shook her head. "Nope. I don't think you will, but you won't know until you try. Just trust your friends. Good night Jaune."

The door closed behind them. Jaune Arc stared at his feet, mulling over their words. He knew they were right, but did he have the backbone for it? Again those whispers in his head grew loud, but this time he also thought back to home, specifically the day before he left and what his parents told him.

" _Don't worry about it if you don't make it. Beacon is a tough school, you're always welcome back here."_

That's what they said. A humorless chuckle escaped him. Not even his parents believed in him. Even Ruby and Raine both looked at him oddly that first day, wondering just why he was there in the first place. They weren't the last. He probably would have left a lot sooner if not for Pyrrha. Wait scratch that, he'd be dead if it wasn't for Pyrrha. Not even to the Grimm either, but just a red stain on the forest floor or against a tree if she hadn't caught him with her spear. That was when he realized; Pyrrha was the only one not to make fun of him, not to bully or harass him or even look at him like he was lesser. She believed in him from day one, and he didn't even know why. No, the why didn't matter. Only she did.

With a deep breath to bolster his resolve, Jaune stood and with a quick command from his scroll, the door opened. The lights of their room were dimmed besides the one at Pyrrha's desk, because that's where she now sat as she studied in one of Professor Oobleck's history books, her hand scribbling away at some homework. Ren and Nora, thankfully, were absent. The gladiator looked up in surprise when he walked in.

"Jaune, where have you-"

"Pyrrha I'm sorry," he blurted out. She stayed silent as he continued. "I've been a really crappy friend to you lately and I deserve it. All you wanted to do was help and I threw that in your face. I let all this dumb macho stuff get in my head and I lashed out at you and you don't deserve that and-" He stopped himself so he could regain his train of thought without rambling. "What I'm trying to say, and I understand if you say no... is... will you forgive me, and help me get to be a better fighter?"

Her face was blank as she stood from her chair, easily closing the distance between them. Jaune flinched and closed his eyes, expecting her to hit him. Instead, she shoved him to the ground.

"Hey! What was that for?" he said indignantly.

"Your stance is all wrong," she replied simply, arms crossed. Confusion swept over his face. "You need to widen your feet and crouch lower to the ground, to strengthen your center of gravity," she lectured.

It dawned on him. "Wait, does this mean...?"

Her features softened into a smile as she leaned down, hand outstretched for him to take.

"Let's start first thing in the morning."

* * *

 **A/N: And there you have it folks. Is Cardin a pawn or was he just in the wrong spot at the wrong time? And the gang is going to Mistral to meet up with Ruby's uncle for their first field assignment. Let me know how you feel the story is progressing. I'm having a blast writing it and would love to read your thoughts. Review!**


	7. A Family Reunion

**Disclaimer: I do not own RWBY. Please see all other disclaimers in previous chapters.**

* * *

Team RRWBY let out a collective whistle as they boarded the airship. Unlike the smaller ones that had brought them to Beacon, this ship could essentially be considered a flying hotel. While the general shape of it was reminiscent to the smaller variant, the main body did not have community port and starboard windows to the outside, forgoing them for cabins. They boarded in the middle of the fuselage; a glance right directed them to the cockpit, while a glance left directed them to the flight attendants quarters. The interior design was sharp, clean, and symmetrical, keeping in tradition with Atlas architecture. Various staircases and ladders led to the First Class sections and the various inner-workings of the ship, respectively. Outside, the craft was held aloft by a pair of angled wings with Dust propulsion engines; Atlesian engineering at its finest.

The Kingdom of Atlas was founded on a natural "goldmine" of Dust reserves, seemingly endless in supply which the founding families, most notably the Schnees, quickly capitalized on. In the years since the end of the Great War, Atlas built its fortune off of Dust and was able to funnel great amounts of that money into science and technology. First came the mighty Atlesian Navy, then in recent years, these intercontinental airships. In addition to the CCTS, the aptly dubbed Atlas Airlines further brought the Four Kingdoms together with an nigh untouchable commercial transportation service, taking advantage of high altitudes the Grimm had no hope of reaching; the final safe haven. The Fleet composed of five ships in total, with three more scheduled for commission in the next five years. The ships were on a daily rotation between the kingdoms, with local docking and refueling stations at each Academy.

"Hello and welcome to Atlesian Airlines Flight 04. May I see your tickets please?" asked a flight attendant who greeted them; an attractive brunette in her early 30's, her hair done in a tight bun and clothed in a crisp, white uniform.

Team RRWBY flashed their hunter's passes, courtesy of Ozpin.

"Well now, young huntresses and huntsman in training," complimented the woman as she scanned each pass. "Thank you very much for your service and sacrifice."

"Oh it's nothing," chuckled a sheepish Ruby, still not accustomed to the attention. "Just trying to make the world a better place."

She gave them a kindly smile. "Your cabin is number 16. Make a left and it will be the second door on your right. Please enjoy your flight."

They thanked her and headed towards their cabin. With a wave of Raine's pass, the door opened to a room roughly the size of their dorm. Lining the walls were six bunks, each equipped with their own storage compartments found above. A coffee table and several chairs sat in the center and a CCTS terminal under the window. Off to one corner was a private bathroom, complete with a shower. Hanging from the ceiling was a simple chandelier.

"Wow, first class much?" commented Yang.

Weiss scoffed. "This is second class. First class would also include a mini bar, kitchen, and private bedrooms, plus a public lounge and gym."

"Thank you Weiss for reminding us little folk of your vast fortunes and indulgence of luxury," Raine responded dryly.

"Get on my good side and I just might bring you along next time," she responded haughtily.

"Ah whatever," continued Yang. "I wonder what they have for room service."

"OH! I hope they have cookies!" Ruby added.

"We literally just ate, and it's way too early for desserts," reasoned Blake.

Ruby stuck out her tongue in defiance and joined Yang who grabbed the menu that conveniently sat on the table.

"So? We'll always have Beacon, but how long will it be till the next time we get to eat Mile High Cuisine?" retorted Yang. "Speaking of which, do they have a happy hour?" Her eyes glazed over the alcohol page.

Raine sighed and claimed the bunk closest to the window, setting his duffel bag down at the foot of the bed. To his surprise, Weiss decided to claim the one next to him. He glanced at her curiously, eyebrow raised as if asking why. She looked at him for a few seconds then, with a light blush on her cheeks, turned away.

" _Oh boy..."_ he wondered.

"HAH! See? Cookies," declared a triumphant looking Ruby as she shoved the menu into Blake's face, who radiated bewilderment.

"Jeez, calm down sis," snickered Yang as she pulled her younger sister away from the team introvert.

"Are they going to be like this the whole trip...?" asked Raine.

"I hope not," replied an equally concerned Weiss.

A tone rang out in the cabin followed by a male voice.

"Good morning everybody, this is your Captain speaking and welcome aboard Atlesian Airlines Flight 04, en route to Haven Academy, Mistral. We should be arriving at our destination no later than 8:53pm. Please secure all baggage and loose items as we will now be departing. In the event of an emergency, please follow evacuation notices in a calm and orderly fashion to the life boats on deck 02 for economy passengers, and deck 04 for first class. Thank you and enjoy your stay."

Ruby and Yang wasted no time and ran over to the window, their faces glued to the glass as the massive craft lurched forward, the wall separating the city from the untamed wilds slowly shrinking in the distance. Blake and Raine joined them, though with much more tempered enthusiasm. Weiss, having already grown used to such flights, instead started pulling up the files the company sent her yesterday on her scroll.

Having lived in Patch and Vale her entire life, Ruby Rose could barely contain herself as the vast kingdom and its holdings crawled underneath them. Not even in her wildest dreams had she imagined to be so high in the sky, to literally be passing clouds. She looked to her sister in wonder, still wrapping her mind around what was happening. Yang noticed and smirked, winking to her as if to say "Yes, we're really doing this." The elder sibling was less impressed by the mere fact of flight, her own thoughts focused more on visiting another kingdom. To her, this was exactly what she was looking for in life; to see as much of the world as possible. Blake held a more cool indifference. Her thoughts were on the mission itself and the huntsman they were meeting. She had heard stories of Qrow Branwen, but they were more derogatory than praising. Ruby always spoke highly of him though, plus he was the one who taught her how to wield Crescent Rose in the first place. Considering the girl's skill, that alone spoke volumes what Qrow was capable of. They would find out soon enough.

Raine let the novelty of flight pass quickly. Like a switch, his mind went back to the mission and what Ozpin had been telling them about the facility. Remembering yesterday's discussion, he turned to Weiss.

"Were you able to dig up anything on those Atlas holdings?" he asked.

She smirked and then-some. "Of course I did, come take a look."

The group gathered around the table as Weiss set down her scroll, a hologram of the various files flashing to life for all to see.

"While the Schnee Dust Company made heavy investment in science and weapon research during the Great War, most of these installations were run by the military and government. A standing theme for all of these was a "Don't Ask, Don't Tell" mandate. The investors didn't care about methods or where certain resources came from; they only wanted results," she explained as she highlighted and enlarged several documents.

Blake narrowed her eyes on one document. "Human experimentation?"

Weiss nodded. "It was a war Blake, the deadliest in history. Atlas wanted anything and everything to win, even if that meant doing some experiments that were... low on morals."

"Makes sense; that lines up with what Ozpin told us about the facility we're visiting," Raine added.

"Do you think that's why some of the scientists rebelled?" asked Ruby.

"I'd put money on it. So I narrowed down the selection to the facilities that failed due to in-fighting," Weiss continued.

With a quick command, the documents dropped away to reveal a 3D topographical map of Mistral. Along the northern territories were numerous red dots, with several hidden away in the mountain ranges just south of the coast. After Weiss put in the search criteria, over half of the dots disappeared.

"I'm not sure which is worse; how many dots there were to begin with or how many vanished," commented Yang.

"Discussing the morals of certain things that happened over a hundred years ago is a moot point," Raine responded as he studied each facility carefully. Most of the names that accompanied each dot were stock military terms; Alpha, Beta, Charlie, Delta, and so forth.

"How are we supposed to know which one is the right one?" asked Ruby.

"Your uncle should already have that information. All we need to do is share what we found with him," reasoned Blake.

"Weiss, which of these were specifically for research into Grimm and Counter-Grimm technologies?" Raine asked.

Weiss added the search criteria into her scroll. The remaining dots further shrank in numbers, leaving three. Right away, Raine picked up on a different facility at the bottom of a mountain that didn't follow the same trend as the others.

"Outpost CERES.D (Ceres Delta)?"

Weiss shrugged. "I can't tell you. I haven't even opened that file yet."

"Bring it up."

The map collapsed, replaced by several documents and a scrolling copy of a basic report on the installation. Raine started reading aloud for his team.

"Stands for Capture, Examine, Remove, Experiment, Search and Destroy. Hardly much for being low-key aren't they. Well, they definitely used the place for experimentation on Grimm. Mostly beowolves, but they've also dug into ursai, deathstalkers, and... check this out, even a goliath."

"A goliath? Are you serious right now?" asked a shocked Yang. "How are you even supposed to manage that?"

"Oh, maybe they asked it really nicely with peanuts," chimed in Ruby. She earned a light smack to the back of her head, courtesy of Yang.

Raine shook his head. "Anyway, this is the facility we were looking for. It says further down that the experiments were successful, revealing an aura exclusively used by Grimm. It's because of that aura that Grimm don't need to eat like other animals. The aura lets them feed directly off of negative energy."

"Does it say what happened to the scientists?" Blake asked.

Raine skipped ahead. "Shortly after the aura was discovered, they tried unsuccessfully to siphon it from the captive Grimm. As a plan B, they chose to attempt recreating it using ancient rituals. The results were the tainted miasma that we saw Cardin using."

"That's disgusting," said Blake with revulsion. "It defies nature."

"That's not all," Raine continued. "It turns out the subjects who were induced with the miasma went mad. Their physical attributes were greatly increased, but their minds corroded and resulted in a beserker state. The... subjects... slaughtered half of the scientists before security was able to quarantine them in a section of the labs. The facility was then abandoned."

"Wait, how long does it say they were exposed before the dementia set in?" asked Weiss.

"Within an hour," he replied.

"That doesn't make any sense. Cardin used his only after his aura was depleted. Which means it's been dormant in his system for who knows how long."

"It must be more refined than what these records show, which means someone or some group has continued the research long after the facility was abandoned," explained Blake.

There conversation was interrupted when there was a knock at the door, prompting Weiss to kill the display. Yang jumped to her feet and bolted, bouncing on her heels as if it wasn't opening fast enough.

"Room service," announced a flight attendant as she wheeled in an aromatic cart.

"Perfect, just leave it here. Thank you very much!" said Yang.

"Wait... when did you-?" Raine started, only to be cut off when a lid for one of the platters was abruptly thrown into his face.

Yang didn't notice, she was too busy drooling over breakfast; a platter was stacked with eggs, bacon, sausages, fried potatoes and toast. She lifted the lid off of the second platter revealing, to Weiss' relief, an assortment of fresh fruits. Then came the third causing Blake to have a mental reset; smoked fish with an aromatic rice. Last but not least was one, smaller plate, with nothing but cookies. A twitching Raine was left forgotten on the floor as the girls dug in.

* * *

He didn't like Mistral. It was hot, humid, and always had this lingering smell about it that reminded him of regurgitated alcohol and a nasty girl on Friday night. Even the city proper wasn't spared as the swamps to the west constantly brought in that stench of perpetual death. The huntsman took a swig of booze from his flask, one of his few remaining comforts, as he approached the landing platform at Haven Academy. He mentally cursed Ozpin for sending a bunch of kids, five in total much to his chagrin, for babysitting. There was a reason he spent most of his time out in the field.

People gave the huntsman a wide berth as he passed. The giant mechanical greatsword strapped to his waist helped. Spiked, black hair lay slicked back against his head, with a few bangs hanging loosely in front of his eyes. Stubble from a few days of not shaving dusted his face, sharp, focused, piercing red eyes bore into people that stared at him for too long. He dressed himself in a gray dress shirt with a black collar and long tail, black dress pants, black dress shoes, and a tattered red cloak. A pendant with a crooked silver cross hung around his neck, and several rings decorated his fingers. The whole ensemble, plus his generally gruff demeanor, off-put more than a few people as he waited. Suited him just fine.

Haven was different from Beacon in terms of grandeur. Whereas Vale's academy was meant to be seen, with its glittering spires and cliff-side location, Haven had a far lower profile as it blended in with the rest of the city's pagoda style buildings, despite the campus being rather large. The only portion of it that blatantly stuck out was the airstrip. The Academy itself was dominated by its one main building, almost a castle of sorts built of a more traditional wood and stone, and the CCTS Tower in the center of the main courtyard.

He checked his watch as the airship lumbered in to dock. The sun was just starting to set; they were ahead of schedule. He crossed his arms and waited, propping himself up against the railing as passengers disembarked. Most of them were civilians, which should make spotting the kids easy. What he did not expect was to see a little girl in red and black zooming over to him with a flurry of rose petals. She latched onto his arm.

"HI UNCLE QROOWWWW! DID YA MISS ME?"

Qrow laughed as he lifted his arm with his niece still attached to it. The extra weight barely bothered him, she was so light.

"Nope," he replied as he flicked her in the forehead.

"Hey grandpa, you still aging?" came Yang's snarky greeting.

"Not funny," he responded dryly. He turned his attention back to Ruby.

"Ya know, when Ozpin told me he was sending a bunch of brats to tag along I thought he lost his mind. Though I guess since its you I can get used to it."

She nodded vigorously as Qrow set her back down.

"So, you gonna introduce me to the rest of your team?"

"Oh right!" she laughed sheepishly and turned to her team. "Everyone, this is my Uncle Qrow, he taught me everything I know about being a huntress. Uncle Qrow, this is Blake, Weiss and Raine. Together we make up Team RRWBY!"

"A pleasure to meet you sir," Blake nodded. Given what kind of person Ruby was, she figured Qrow wasn't too bad if he was her teacher. He waved her off.

"Cut the sir crap, I'm not that old."

"Yes, pleasure," Weiss said stiff curtsy. He reeked of alcohol and it was giving her a horrible first impression.

"Wow, you have a Schnee on your team? I can't imagine that being any fun," he commented, earning him a glare from the Heiress. "And how bout you boy scout? You sure you'll be able to handle living with four girls? Must be if Goodwitch didn't get rid of you." Qrow smirked as Raine stiffened in embarrassment.

"Th-that's not-" Raine stumbled over his words.

"Hey don't sweat it. I was your age once too. Just keep it in your pants till you get back to Vale alright? The women around here aren't the cleanest, don't buy into it that crap of them loving you 'long time'."

Raine groaned.

"Oh and keep your hands off my niece for a few more years, let her grow up first yeah?"

The boy sputtered, Ruby's face painted in horror.

"HOW DID-" she started

"Yang told me."

Ruby turned to her sister in shock, who conveniently refused to meet her eyes. A cloud had suddenly become very interesting.

"Stupidstupidstupidstupidstupid!" she cried as she repeatedly beat her fists on her sister's arm. Qrow laughed uproariously; this was going to be fun.

"Anyway," he continued. "I take it Ozpin filled you all in on what we're doing here right?" he asked with his arms crossed. They nodded.

"Good, that makes my job easier. We won't be headed out until tomorrow. You all got here early and the sun is still up, so here's what we're gonna do in the meantime. We're going to have some sparring sessions. I need to see where you all stand skill-wise, first one on one with me, then if we still have time together as a group. Don't expect me to take it easy on you guys though; train like you fight."

Weiss crossed her arms with a haughtiness befitting her family. "That's presumptuous of you to think you can challenge all five of us together so easily."

Qrow flashed her a cocky smile. "Kid, I've fought things far uglier and more dangerous than anything your worst nightmares can come up with. I'll be just fine."

* * *

Team RRWBY found themselves in one of several sparring arenas that dotted Haven's campus. It was a simple patch of dirt about two hundred feet in diameter with all the relevant safety measures and aura guards to prevent damage to the surrounding area. Qrow was familiar with most of the teachers, so they didn't interject when he brought the kids here for their training. With a lackadaisical stance, he strolled into the center and turned to face his first opponent; Yang. The rest of the team took a seat in the stands.

"You're going down, old man," she declared as she banged her fists together.

Qrow grimaced. "How many times do I have to tell you not to call me old?"

She ignored him as she rushed forward with a blast from her gauntlets, her fist cocking back. With a smirk, Qrow moved barely an inch as the swing sailed past his face. Yang grit her teeth and threw a left hook. It was met with the same response. Growling, she kicked at his legs with a roundhouse, the veteran huntsman lifting his leg in response to catch the blow. Her foot came back and swung once more, this time aiming for his head. He crouched under the attack and countered with a sweep kick of his own.

"Come on firecracker, I know you're better than that," he taunted.

Yang huffed and vaulted backwards, dropping into a low guarded stance as she cocked Ember Celica. Qrow smiled in response and swept his bangs back, then took up his own swaying stance, if you could call it that. His center of gravity was offset, his entire body leaning to one side. His hands were raised, with both held in a loose cupping motion, as if holding a glass. His lead hand was outstretched while his rear hand guarded his face.

Yang launched forward into her attack, throwing a vicious punch at his chest. Qrow leaned backwards as if falling, then while catching himself on the ground with his hand, he pushed up and sent a solid kick into Yang's stomach, sending her flying back. She rolled with her landing and went on the offensive again, yelling out loud as she let loose a flurry of attacks, shots from Ember Celica ringing out with each blow. Qrow smiled the entire time, weaving, swaying, leaning, and sometimes rolling his body around hers. Very few punches or kicks came close to hitting him, and when one did he casually knocked it away. Ruby sat in rapt attention, having not seen Qrow use this style before.

"Is... is he drunk?" asked Weiss, her eye twitching.

"You could say that," answered Raine. "What he's using is a local style of martial art called Zui Quan, or in the common language Drunken Fist."

Weiss fixed him with a level stare. "You can't be serious."

"It's actually kind of genius when you look at it," Blake chimed in. "Look at how he's using Yang's strength against her to throw her off balance. His movements make him hard to track since they follow no patterns aside from the constant swaying. You think he's in one spot and he can just use his own weight to shift to somewhere else."

"Which in turn leads to great counters like this," Raine continued.

As if on cue, Qrow swung his body back around against Yang, throwing his entire weight into what looked a combination of a headbutt, shoulder tackle, and punch that sent her sprawling out of the ring.

"You are the worst," she complained when she realized she was out of bounds.

Qrow shrugged. "I told you not to call me old. Now about your fighting style." He went on into mentor mode. "I know your Semblance let's you turn any damage you take into attack power, but that doesn't mean anything if you get angry and frustrated. Sure you'll do fine against any young Grimm, but against the older ones and especially seasoned fighters like yours truly, you'll never hit your opponent, especially with that trump counter you've been building up."

"How am I supposed to not get angry? That's where all my strength is," she retorted.

"I'm not saying don't get angry. I'm saying control and focus it rather than let it control you. Fire alone is hot and it will burn you if you get too close, but it's also wild and hard to use to its full potential. Once it's controlled though... it can cut through any defense."

He helped her to her feet, Yang brushing the dirt from her clothes. He smacked her on the shoulder then turned back to the audience.

"So, who's next?" his gaze settled on Blake. "How bout you, kitty cat? You look like you have some tricks up your sleeves."

"Kitty cat?" Ruby asked her.

"Don't worry about it," Blake responded, perhaps a little too quickly than she meant to. Raine swore he saw her bow twitch.

The team's confusion didn't go unnoticed by Qrow.

" _She must not have told them. I'll keep quiet about it then."_

Blake stepped forward as she took Gambol Shroud from its clip on her back. The man had skill, which meant she shouldn't take him lightly. She gripped the handle and brought the blade out of its sheathe. The advantage of her own weapon was that the sheathe was bladed as well, meaning the two could be used in tandem. She crouched low, her muscles coiling. Qrow grabbed his own sword, the blade making an odd clicking sound as he swung it. He held it forward in a loose grip. With that same cocky smirk, he motioned for her to start.

Blake shot forward using her Semblance, closing the distance between them in the blink of an eye. She was far faster than Yang, Qrow noticed wryly. Blake launched into her assault, spinning with wide slashes and agile cuts that blended together into a deadly dance. To her credit, Qrow was forced to amplify his own speed to keep up with her Semblance, which she used liberally. Shadow images of her were left in her wake as she flipped between them, the ringing of steel on steel filling the courtyard.

"Whoa, I had no clue Blake could fight like that!" Yang gasped.

"She never used both her sword and sheathe in our sparring classes. She must really want to beat him," added Ruby.

"She's taking him seriously. She's fighting like her life depends on it," Raine told her.

"Why though? She never acted like this with us or any of our peers," Weiss said as she frowned. "You mean to tell me she's been holding back this entire time?"

The furious exchange continued, with Blake jumping and delivering a powerful side kick into Qrow, the latter blocking it with the flat of his blade. A shockwave exploded between them. Launching herself off of his sword, Blake collapsed Gambol Shroud into its gun form with the blade folded over into a hand scythe, firing a few rounds which Qrow easily deflected. Bringing the blade back, she threw it at her opponent, her finger yanking on the trigger as it left her hand. The recoil gave the deadly weapon an extra boost of speed. Qrow tilted his head to the side as he let the blade past. Blake wasn't a fool though. She had grabbed the ribbon attached to the hilt and with a yank, the scythe came spinning back towards him, forcing him to roll to safety. She continued her attack in that style, dancing with intricate spins and twirls as the scythe spun around her, lashing out with incredible speed.

Qrow's smile grew. This girl had skill, and a lot of it. Still, he wanted to test the other three before it got too late, so as he flipped backwards he returned his sword back to his belt. As he righted himself, he reached out reflexively and grabbed the hilt of the scythe, earning an incredulous stare from Blake. Smirking, he yanked her forward much to her surprise. As they met in the middle, Qrow delivered a devastating knee into her gut, sending her crumpling to the ground.

"I gotta admit, you're probably one of the best trainees I've ever fought with. If I hadn't used my aura to boost my own speed, I wouldn't have been able to match you. Your fighting ability is good, but my concern is your rapport with your team."

"What...?" she asked uncertainly as she gingerly held her stomach.

"Take a look," he told her as he motioned with his head.

Blake turned to see the looks on her friends faces. Ruby and Yang were in shock at her display, Weiss seemed upset and Raine... he seemed calculating, like she was a puzzle he wanted to solve. For some reason, it all bothered her. She didn't notice that Qrow approached her until he put a hand on her shoulder.

"Look, I'm not going to reveal your secret to them," he spoke lowly so that the others couldn't hear. "But trust between teammates is important. I'm not saying do it now, but you need to do it soon. Being a loner is tough, not an easy mold to break, but with this bunch I think you can do it."

Blake said nothing, mulling over her thoughts at Qrow's words. At his direction, she returned to her team even though her instincts started telling her to run. But that would only make it worse.

"Blake! What was that all about?! You were incredible!" said Ruby as she and Yang rushed over. Blake stiffened when they hugged her, but still smiled.

"Look, guys I... there's something I want to tell you," she started, gaining their full attention. "I don't want to do it now, because of the mission, but I will when we get back to Beacon."

She focused on Weiss the most, knowing she was most likely to react negatively. The Heiress crossed her arms in response.

"Promise?" she asked.

Blake hesitated a moment. "Promise."

Weiss nodded stiffly. She then turned and leaped into the arena, much to her friends' surprise.

"Oh ho! The Princess is eager isn't she," chuckled Qrow as Weiss drew Myrtenaster.

She scoffed. "I'll show you I'm just as skilled as Blake, if not more-so," she declared as she took her family's stance.

"Whoa, deja-vu. If I didn't know any better I'd say I was fighting your sister. Of course your stance is a bit less refined than hers."

Weiss bit her tongue as she sped forward. She sent smooth, precise thrusts with her rapier, intent on showing him that she was worthy of respect. Qrow didn't share those thoughts, toying with her leisurely as he displayed the same reflexes her teammates dealt with. A quick swipe to his head resulted in him "dodging" with a mock bow. She flipped backwards in response, sending a kick to the jaw as she regained her distance. It didn't connect as he rolled to the side with ease, sword drawn once more.

"Well consider that nerve touched," he commented.

"You can do it bestie! Show him what you're made of!" cheered Ruby.

Oddly enough, Weiss didn't feel any irritation, having grown used to Ruby's personality somewhat. She flicked her wrist and brought Myrtenaster level with her face. A sweeping motion from her off-hand cast a glyph beneath her feet. Ice was left behind in her wake as she skated gracefully towards her opponent. A last minute burst of speed followed as she slashed towards him. The attack was met with his own blade. Still, she followed through with a second attack that easily connected with the first, rolling behind him with the momentum. A second glyph launched her into the air, her body spinning elegantly as she swiped at his head multiple times. Qrow barely felt the rapier's tip graze his cheek. A third glyph was cast, giving her a solid surface to vault off of as she dove forward, cutting at his legs. Qrow jumped in response, letting the Heiress skid underneath him. Weiss rose to her feet, chaining her movements as the two met with an exchange of blows. She struck with long, sweeping arcs that doubled as her own defense as she parried his counters, their clash sending sparks and ice shards scattering.

"What got her so worked up?" asked Yang.

"Weiss has a lot of pride in what she's built. It doesn't really surprise me considering who her family is, and if I read the comment correctly about her sister, she's got big shoes to fill," explained Raine. He gave Blake a wry grin. "I think your performance set her on edge. She thinks she's falling behind."

"It shouldn't," she told him.

"But it does."

Weiss spun the revolving chamber in the hilt of her rapier, swapping from ice dust to lightning. Energy crackled across the blade as she continued her assault with a flurry of stabs. Qrow appreciated her efforts to land a hit on him; the excess energy was arcing around them and driving trenches in the dirt. He stepped around a thrust and grabbed her by the wrist.

"What the-"

She didn't get to finish that sentence as he pulled her into a side kick. The wind was driven from her lungs as she fell backwards, clutching her abdomen in pain.

"Not bad. It's good to see you haven't completely taken to Winter's style. That woman is so stiff, she wouldn't be able to bend backwards to save her life."

"What the hell are you talking about?" she spat out in gasps.

"Your family's style is devastating when applied correctly, but it follows a strict set of rules and forms. Any hunter worth their salt will be able to pick up on the patterns and predict where you hit next. Pride has no place on the battlefield; Grimm don't give a damn. Use it as a foundation, but keep building your own technique and make it yours."

Weiss bit her tongue. As much as she didn't like him, he was still a veteran huntsman who was freely helping them all improve.

"I still think you're a slovenly drunkard," she mumbled distastefully as she left to rejoin her friends.

Qrow laughed. "You, my dear Heiress, would be correct." He turned his attention back to the stands. "Alright Ruby, get down here and show your Uncle how much you've improved."

"Whoo hoo! My turn!" Ruby cheered as she jumped down into the arena to join him.

"Do me some credit would ya?" he told her. "You're my star pupil, it's only going to make me look bad if you screw this up."

"Oh don't worry about me," she said while mimicking his smirk. She grabbed Crescent Rose and extended it to full size. "I have great friends to help me practice."

Qrow stayed relaxed despite his eagerness. The last time he was able to spar with Ruby was almost a year ago, so to see how much she's grown since then was something he awaited anxiously, even though he might not admit that out loud. He pulled a trigger in the hilt of his sword. The gears and sprockets came to life with a hiss of released pressure, ratcheting and clicking loudly throughout the arena. Its blade extended in segments, the sharpened edge curling in on itself. A second edge, red in color, emerged from within the first. The outer edge sharpened as well with its new serrated form thanks to the folding. Finally, the hilt telescoped outwards in two spots, extending to an impressive 6 feet and angling to resemble a farming scythe.

"Whoa," Ruby's friends all said in unison.

Qrow spun the scythe in a flourish, challenging her to begin. Ruby obliged, firing a round as she vaulted towards him in a flurry of rose petals. They met with a furious crash of steel. Qrow took advantage of his superior strength and with a mighty swing of his own, threw Ruby off of him. She skidded as she landed, a small trail of blood sliding down her cheek where he nicked her. Her face hardened as she went on the attack a second time, leaping into the air and spinning with her fall. He caught the attack this second time, cracks appearing beneath his feet from the sudden pressure. The two fell into a deadly exchange of blows; she swung high, he ducked, he swung for her middle, she knocked the swipe into the ground. To see such an acrobatic display with weapons as unwieldy as scythes, it was astounding.

Ruby spun on her heel as she swung her scythe with all of her strength. Rather than meet the attack head on, Qrow instead chose to jump high into the air. Ruby frowned and after a moment of hesitation, followed him. The two continued their battle airborne, firing rounds from their weapons to keep them suspended as they bounced against each other in rapid succession. Raine noted that Qrow's scythe was equipped with a shotgun, if the buckshot was any indication.

Weiss scoffed. "Well at least now we know where she got her recklessness from." Blake and Raine nodded in agreement.

"Kick his butt sis!" cheered Yang.

A heavy slash from Qrow was dodged as Ruby activated her Semblance, disappearing in a cloud of rose petals. He continued to track her as he fell back to earth, firing rounds at her position as she zigzagged back and forth along the ground. When he landed, she went back on the offensive, slamming into her uncle with her blade and locking them together. Qrow's eyes widened slightly when she cocked the bolt of her scythe, cycling a fresh round in the chamber. The shot nearly took his head off had he not leaned backwards.

"Man you kids sure seem cranky today. What did little ole me do to all of you?"

"You said you wouldn't take it easy on us, so we felt we should do the same," Ruby replied as they struggled against each other.

Qrow barked out a laugh. "Got me there it seems, but I also got you."

Ruby's eyes widened in surprise when he hit a quick release switch on his scythe, the blade suddenly collapsing back into its sword form. The sudden action threw Ruby off balance and as she fell forward, meeting Qrow's elbow as he drove it just below her sternum. The wind was driven from her, the force sending her tumbling back. A repeated motion returned Qrow's sword back into its scythe form.

"Checkmate," he declared.

"That was a dirty trick and you know it," she muttered as she got back to her feet, panting rapidly and hand gingerly rubbing where he hit her.

Qrow only shrugged. "In battle you want to use any and all advantages as much as possible. Creative use using your sniper attachment by the way, I didn't expect you to follow me up in the air like that. You've also seemed to have mastered use of your Semblance provided you're not immediately locked in combat. Work on changing that or you'll never reach the next level."

Despite her pain and fatigue, she smiled and gave a mock salute, earning her a ruffling of her hair. Qrow smiled inwardly. So far each of the girls showed they were capable for _this_ mission at least, and though he was happy to see his nieces again, there was still one last thing he needed to see, if Ozpin was correct.

"Alright boy scout, let's see if you're worthy of my niece."

Raine shook his initial embarrassment. He guessed he would continue to be the butt of this man's jokes for the rest of their time here. He actually felt kind of nervous, considering Qrow was making this sound like he was asking for Ruby's hand in marriage.

"Good luck," Ruby told him as they passed.

"Thanks Red," he responded with a little less trepidation. They paused for a moment, as if they wanted to say something.

"Let's go you two, we're burning daylight!"

They winced at Qrow's voice. Ruby gave him a sympathetic smile. "I know he can be a bit much sometimes, but he means well. Just do your best, 'kay?" Her hand subconsciously dropped down to his to give it a squeeze.

Raine returned the gesture. "I will."

"Geez, just ask him out already," commented Yang as Ruby rejoined them.

Her little sister blushed, but ignored the remark, her attention drawn to the arena. That was when she realized something.

"Wait, Uncle Qrow didn't collapse his scythe."

"Is that a bad thing?" asked Weiss.

"He's only ever used it against me to train me to use Crescent Rose. Every other time he's used it is when he was in a serious fight. This might end badly," she explained as worry crept into her voice.

"What?!" they all responded.

The act didn't go unnoticed by Raine either. He wasn't sure if he should feel honored or scared. Qrow wasn't smiling this time.

" _If that's the case, then two can play this game."_

"Well, since it seems you're going to be working me harder than the others, I suppose now is as good a time as any to try this," spoke Raine as he loaded a lightning dust crystal into his sword.

Qrow raised a brow.

"I've been working on this technique for months, but I never made any real progress until I came to Beacon. Either this works and I gain your approval or..."

"Or?" Qrow supplied.

"I end up in that wall behind you."

Raine drew Tempest, its runes glowing brightly, brighter than his team had ever seen before. Lightning crackled menacingly across the blade as a side effect of the crystal, the blue tendrils jumping off and discharging into the ground. Raine gripped the hilt with both hands, grunting and gritting his teeth as he started pulling the energy into himself with his aura, enveloping himself in a cloak of sparks. He still wasn't used to the feeling. The excess power felt like thousands of tiny knives pricking against his skin. Qrow narrowed his eyes. What was this kid thinking? He was going to fry his own brain at this rate. The girls watched in horror, having never seen him use lightning like this, not even when they trained together. Raine's muscles started trembling. It was now or never.

He disappeared with a thunderclap and burst of lightning. Qrow had barely a split second to react when Raine suddenly appeared in front of him. He brought Tempest down in a diagonal, one handed slash, power exploding into Qrow as he blocked. The force sent him flying backwards and impacting into the wall. This all took place in a fraction of a second.

Raine blinked as the energy dissipated. "Huh. It worked."

"WHAT THE HELL WAS THAT?!" yelled Yang.

"Ow, you don't have to scream. We're right here," complained Weiss.

Ruby and Blake shared the same thought. Still, it did nothing to quell any of their questions. Raine just hit Qrow. Hard. With a power they thought would kill himself.

A slightly disheveled Qrow jumped out of the hole his landing made. His face remained blank as he brushed himself off.

"Not a bad move, I'll admit, though I don't think you need me to tell you the drawbacks," he said calmly as he took his favorite flask from his pocket for a drink. "What's it called?"

"I haven't given it a name yet, it's still a work in progress, but all things considered I guess for now I'll call it a Bolt Tackle."

Qrow gulped down a hefty swig and tossed aside the now empty container.

"Noted. Can't say I approve of you ruining my favorite shirt though," he remarked as he glanced downward to the large, yet already healed, cut across his chest.

"Why would you even bring your favorite shirt to a fight?" asked a confused Raine.

"Touche."

The talking was over as Qrow rushed forward, scythe raised behind him ready for a swipe. Raine met him in the middle, their blades crossing with a mighty clang. The force was too much as the younger swordsman was knocked back. Raine backpedaled as Qrow took the offensive, parrying a barrage of strikes from the veteran huntsman. He countered, flicking the switch on Tempest that split it into its dual form and discharging the spent crystal. Qrow moved back to keep the sudden loss of resistance from making him lose his balance. Now armed with two blades, Raine led the attack. He spun with elaborate acrobatics, using his blades to rain down countless slashes on the man's guard. Once again, Qrow was losing ground.

"This is crazy! Uncle Qrow is actually losing!" gawked Yang at the fight.

"No, he's not," remarked Blake.

She was right. They were only exchanging between offense and defense. The arena filled with flashes as the two jumped back and forth between each other, meeting in some random spot for combat before disappearing again. Ruby didn't know who to cheer for; her family or her crush. She could only watch in awe as her teammate met her uncle blow for blow.

"So that's what he meant..." Weiss said quietly as she watched the deadly dance in front of her.

"What do you mean?" asked Blake, getting the attention of the two sisters.

"Raine is like Pyrrha in a sense. His old school hailed him like a prodigy."

"How do you know that?" asked Ruby.

"Remember that day after Professor Port's class when we had that fight? I went up to the dorm's balcony to think. Raine came looking for me. Oh stop looking at me like that Ruby, nothing happened!" She snapped with a light blush before continuing.

"He explained to me why neither of us were picked to be the leader of Team RRWBY. Told me a little bit about his past, how he had absorbed every thing of material his teachers threw at him and was unmatched in a fight. I never expected him to be this far along though."

"So what happened? There's always a 'but' to these stories," probed Blake.

Weiss shook her head. "Not for me to share."

They turned their attention back to the fight. The two had locked together again, Raine struggling to keep Qrow's scythe at bay as it hovered dangerously close over his neck, held in check by his crossed blades. He took more than a few slashes if the dripping of blood was anything to go by, and his aura was dangerously low. That stunt of his took more out of him than he expected. Qrow didn't want to kill the kid, but still needed proof. He pushed down harder, forcing Raine to his knees. The boy was trembling now, his muscles threatening to give out. Sighing, Qrow prepared to knock the kid out and call it a night. He would have to; that is, until Raine's eyes started glowing.

" _Well I'll be damned Oz, looks like you were right again."_

Using the same trick as he did with Ruby, Qrow collapsed his scythe back into sword form, Raine too fatigued to counter as he stumbled. Rearing his fist back, Qrow threw a solid punch into the boy's jaw. Like a switch, the light suddenly stopped. Tempest clattered on the ground, its owner crumpling beside its two pieces.

"That's enough," Qrow announced as he returned his weapon back to his waist.

Raine struggled to lean up, supporting himself with an elbow. His breathing came in heavy gasps, his eyes struggling to stay open against exhaustion. The man who stood in front of him was barely winded.

"Alright boy scout, that settles it." Raine held his breath. "You can date my niece."

Raine's mind went blank. He blinked a few times, then passed out.

* * *

 **A/N: Much longer chapter for you guys this week. Yep. I did it. My Qrow is a user of Drunken Fist. As I was writing him, I thought back to Goodwitch's comment in Vol. 3 how "He's always drunk." I took that literally and incorporated that into his unarmed fighting style. I hope I did him justice. He's one of my favorite characters. Review!**


	8. The Guardians

**A/N: Ok, this chapter came out really easily and it helped advance the plot, so here's an extra treat. I could have combined this with the last one, but considering the topic here, they are best kept separate. Enjoy!**

 **Disclaimer: you know the drill.**

* * *

Pain. Pain riddled his body unlike any he had felt in a long time. Raine did his best to blink away the blur in his vision, but most of it wouldn't let up. His head pounded like something else; if he didn't know any better he'd say he got hit by a train. Shakily, he leaned up in his bed, his swimming sight finally beginning to clear.

The room he was in was a pretty standard academy dorm. He was laying in a single wide bed, a bedside table to his right. The bed itself was tucked away into a corner. Across from him was a study desk and an empty bookshelf. The lights were turned down low and the curtains drawn, though a quick glance through a gap revealed it had long since fallen to night outside. Sitting in a chair in the corner were Tempest and Hurricane, his cape draped over the chair. In front of that was his duffel bag. One door lay in front of him, probably to the outside. Another was to his right which might be a bathroom, but the two could easily be switched. He also noticed wryly that this was the only bed in the room. Either Qrow put him in here on purpose or Haven was a little more restrictive in student lodging.

Raine shrugged, wincing slightly as his shoulders popped. Reaching over to the table, he grabbed his scroll. Someone had plugged it in to charge; Ruby probably. He checked the time and was relieved to see it was only 1 in the morning the day after they got here. Good thing too, he didn't want to be unconscious for their first mission, especially after a simple sparring match.

Well, simple didn't quite do it justice. Qrow was a force to be reckoned with. Raine idly wondered if he kept his appearance unkempt and bearing lax on purpose to lure potential enemies into a false sense of security. Of course Grimm didn't count, but chances were Qrow also fought humans on a regular, or at least more than usual for a huntsman, basis. The man beat them all down heartily and never broke a sweat. Raine at least landed a good hit on him but only from the element of surprise, and even that healed pretty quickly. He took him a lot more seriously than the girls after that, but Raine still felt the old veteran was still holding back. His musings ended when the door opened.

" _Speak of the Devil and he shall appear."_

"Good morning boy scout," said Qrow as he entered the room, shutting the door behind him. "I expected you to be out at least until the sun came up. How are you feeling?"

"Like I got run over by a bus, but I'm fine all things considered. Did you really have to punch me in the face though?"

Qrow shrugged. "Eh, I figured you could take it. Anyway, since you're awake now, I wanted to talk. And no it's not about your budding relationship with Ruby."

Good, Raine got nervous for a moment.

"It's about those eyes of yours."

That got his attention.

"I know that it takes a great deal of stress to wake them up in the first place, and I know for a fact our little duel isn't nearly enough to be the cause. You've used them before haven't you?"

Raine stayed silent.

"I don't need to know the story, that's your own choice whether or not to share, but now that they've awoken you're going to be a major player in the next few years."

"Shouldn't Ruby be here for this conversation then? She has the same eyes that I do."

"In time, but not now. She's still young and innocent, and her eyes are still dormant. I'd like her to stay innocent for a little while longer. Besides, I don't know if you noticed during your time living with her, but once she's out, she's out."

Raine sighed. "Fine, I'll keep quiet about it for now, but eventually I will be telling her, and the team."

"I wouldn't expect anything less. Now, on to business; you and she are remnants of an ancient order of warriors, known simply as Guardians. They were the precursors to modern day Hunters except they actively participated in this world's wars, and all of them had silver eyes. Some went bad yes, and that did lead to in-fighting. But they were more than just soldiers carrying out the whims of their governments or scientists testing the laws of nature. The greatest of them were also bodyguards to the Four Seasonal Maidens, whom were instrumental in ending the Great War."

"Four Seasonal Maidens? I haven't heard of them before."

Qrow nodded. "And you wouldn't. They went into hiding many years ago and the legends died with them. Each of them, as the name suggests, represented one of the four seasons and by extension, one of the four kingdoms; Spring for Vale, Summer for Vacuo, Autumn for Mistral, and Winter for Atlas. Each of them commanded incredible power; True Magic, not the flawed stuff that any average Joe can throw around with Dust."

"What happened to them and their guardians?"

"Most of the Guardians fell in the Great War, but it wasn't until after the Treaty that they were in real danger. The stories say they faded into history. In truth, they were hunted down into extinction. Many sinister individuals coveted the Maidens' power, but couldn't get to them because of the Guardians. So they started eliminating them, one by one. They tried to fight back and replenish their numbers, but the assassins disappeared as quickly as they came. The Last Guardian fell defending the Maiden of Autumn about twelve years ago."

Qrow shook his head as he stood. "I can't tell you everything, Ozpin wouldn't approve. But after this mission I'm recommending to him to let you in on our Inner Circle so that you know how to properly fill your role. Ruby's also going to need a good hand to guide her whenever me or her father aren't around, and Yang is still too hotheaded."

"What should we do in the mean time?"

"Rest up, because tomorrow is going to be a big day. We have a lot of ground to cover. And keep training; never stop moving forward."

He turned and opened the door, to find the rest of Team RRWBY tumble inside. Raine and Qrow stared down at the girls blankly. They all looked up with embarrassment.

"Uh eheheh, hi," said Ruby. They sheepishly got to their feet.

 _"Huh, looks like that cat is out of the bag,"_ Raine thought wryly.

"How much did you hear?" Qrow asked.

"All of it...?" Ruby admitted with hesitance.

Qrow sighed and took a long drink from his flask.

"Ah whatever. Make sure you're all awake by 8 tomorrow. I'm not dragging you out of bed, just sending you back to the school."

Qrow muttered under his breath, cursing himself for not noticing their eavesdropping. When he disappeared into his own room, the girls all rushed in, Ruby leading them as she immediately jumped on Raine, wrapping him in a tight hug.

He hissed. "Ease up Ruby, I'm still kinda tender from your uncle beating the tar out of me."

"Oh you're fine. See? Your aura is already healing..." she trailed off.

Raine was shirtless. Raine. Was shirtless. Both of their faces heated up when that realization hit them. She could see everything, literally everything from the waist up; the contours of his muscles, the faded scars from battles past, the fresh cuts that were steadily healing. Her breath hitched as she burned the sight into her mind. And she was here with him, in HIS bed. A small trickle of blood dripped from her nose, her hand subconsciously lifting with a single finger extended as she gently traced a jagged scar cutting across the middle of his torso. His sharp inhale when she touched him sent her stomach flipping happily.

"Oh are you guys freaking kidding me? WE'RE RIGHT HERE!" cried a mortified Weiss, her own face as red as her leader.

The two jumped apart as if a bomb went off, Ruby even falling off the bed entirely. Nervously, they glanced to their teammates. Weiss, despite her outcry, was trying to suppress a nosebleed of her own, Blake sported a light blush and failed to hide a smile behind her hand, and Yang had her arms crossed, a victorious smirk on her face.

"Wait a minute," started Raine as he stared down the blonde bombshell. "You stripped me in my sleep didn't you."

"And it was worth it," she freely admitted.

"So," started Blake. "You two are supposed to be the new guardians for these maidens?"

"I guess so. The plot thickens," he replied.

Yang couldn't suppress a giggle. "Bow chicka bow wow."

"Oh god damn it..."

* * *

Qrow led Team RRWBY through the thick forests north of Mistral. Their aura enhanced speed left only light impressions in the snow. Team RRWBY mentally thanked themselves for getting proper clothes in advance. Each of them had thick, insulated cloaks all matching their color schemes and the girls traded out their light pants and combat skirts for long, formfitting pants to ward off the cold. Even the normally promiscuous Yang had doubled up in clothes. Raine and Ruby left their capes behind, the former fixing his sapphire to the collar of his cloak. Qrow remained in his usual attire. Apparently the the temperature didn't phase him. Raine gripped his own cloak around himself tighter. In hindsight, Vacuo wasn't that bad after all.

"We should be breaking the treeline soon," Qrow called out to them. "After that, we'll be crossing a large open field before starting our climb on the mountains. The facility is about halfway up, but an old service road will get us there just fine."

"Good!" Raine responded. "I'm not a fan of scaling sheer cliff faces!"

"Uh guys? We have a problem," said Ruby.

As if on cue, the snarling of beowolves rose up behind them. Weiss looked over her shoulder. She couldn't see them yet, but she could feel their presence and the howling was getting closer.

"Clear the treeline first so that we have an open line of sight. Beowolves have a habit of sneaking up on prey under the cover of the environment," ordered Qrow.

They doubled their speed to keep their distance from the ravenous predators hot on their heels. True to Qrow's word, the massive pine trees started thinning and a few minutes later, a vast open expanse of snow met their vision, dominated by a mountain range. When the Grimm finally emerged from the treeline behind them, the hunters spun on their heels and skid to a stop.

"Shit, that's a lot of them," remarked Raine. More than one pack had trailed them.

"Uncle Qrow, what do we do?" Ruby asked as she looked over her shoulder.

Qrow snorted as he crossed his arms "What do you think? I don't need to give you orders to go slaughter em. Get to it."

They all rolled their eyes and drew their weapons. Ruby was the first to fire since she had the best range. High caliber shots rang out against the white expanse, dropping several Grimm in mid charge. Weiss followed, taking advantage of the natural snow around her and, using her glyphs, generated multiple spikes of ice that impaled the unsuspecting wolves. Raine, Blake and Yang followed suit, unleashing a hailstorm of bullets and flares against the survivors. Despite tripping over their fallen, the Grimm were still thick in numbers and the sounds of battle were drawing more out of the forest. Several of the larger ones, the Alphas, were wreathed in that purple miasma.

"Ok, THIS isn't working," yelled Yang over the cacophony of battle as she reloaded Ember Celica.

"Everyone get next to me," Raine called to them.

They came in close as he drew Tempest. Runes glowing, he waved his sword and a large, circular ritual sign glowing bright blue with an intricate interior appeared beneath their feet. The girls gasped as a power rushed through them, their weapons gaining that same blue light.

"There," Raine told them as the sign disappeared. "You should be able to hit harder now for a short time. Make it count." He faced down the advancing horde with a smile on his face.

"Alright you disgusting shits for brains, you wanna play? Then LET'S GO!" he declared as he shot forward. The girls laughed at his comment and followed.

Raine and Ruby targeted the nearest Alpha, with Ruby speeding ahead with her semblance. She slid under the Grimm's swipe and swung low, Crescent Rose hooking under its hind legs and sending it toppling onto its back. Raine came up behind her, leaping into the air and planting Tempest into its chest. He twisted the sword for good measure then back-flipped off. Yang came up next, blasting away the smaller beowolves as they tried closing in. Weiss and Blake spread out around the flanks, cutting off the stragglers as they trickled in. Weiss switched to her fire dust, spinning in a deadly dance of flame as Myrtenaster carved into the Grimm. Her glyphs kept her mobile as she skated between them. Blake had drawn Gambol Shroud in its dual form, teleporting between her shadow clones as she systematically carved through them with lethal efficiency.

A second Alpha approached, growling menacingly as its miasma pulsed.

"Raine! Throw me!" said Yang.

He shared a smirk with her and grabbed her arm. They spun a couple times before he let go, sending the blonde brawler soaring into the air. She increased her falling speed with a few shots from Ember Celica, fist cocked back as she locked in on her target. A devastating Meteor Strike buried the Grimm into a crater.

Ruby and Raine had no time to continue admiring Yang's handiwork. A dozen more beowolves surrounded them. Working in tandem with each other, the two young guardians set to work. She bisected one, he decapitated another. They spun with each other, covered each other, their blades flashing seamlessly in an impenetrable wall; a blood waltz. Raine rolled right, swiping upwards with his sword as he rose to his feet, carving a beowolf from abdomen to chin. Ruby vaulted over him, flipping and burying her scythe in an ax chop into another beowolf's head.

"Regroup!" Ruby yelled out to her team.

Blake was the first to respond, flipping between her shadow clones and landing next to them, Gambol Shroud clearing their immediate surroundings in its hand scythe form. Weiss came next, skating with her glyphs as she spun like a deadly ballerina sending precise strikes to the Grimm she passed. Yang was last, deciding to slam her fist into the ground. A massive fissure erupted from the impact, the ground breaking apart like an earthquake and sending sprawling any Grimm in its path. She blasted forward with her gauntlets, vaulting off of the beowolves with vicious blasts to the head.

Qrow watched with a smile, idly cutting down any Grimm that dared to approach him. Their teamwork was surprisingly smooth. The screech of a Nevermore drew his attention to the sky. Not wanting to interrupt their fun, he extended his scythe and blasted off into the air. Much like Ruby did against her first Nevermore, Qrow hooked his scythe around the monstrous bird's neck. Landing on its back, he swung with a follow up attack, smoothly removing its head. He rode the smoking corpse back down to the ground.

By now, their numbers were thinning. The surviving Alphas howled and as if on command, the remaining beowolves pulled back as they retreated into the forest, recognizing these enemies were too strong to kill. Raine wasn't sure to make of it. He knew the older a Grimm got, the smarter and more powerful the became, but to issue orders and for the younger ones to respond like obedient soldiers? That was concerning.

"Well, that was fun!" remarked Yang.

"Anyone else feel like we over-trained for this?" quipped Weiss.

"Tell me about it," agreed Ruby.

"I don't like how they retreated like that; they might be trying to regroup," said Blake.

"I agree. We can celebrate later," Raine added.

They flinched when a dead Nevermore crashed into the ground next to him. A smirking Qrow jumped off its back.

"Wow, you two are so alike it's genuinely scary," Weiss commented to Ruby, remembering their encounter in the Emerald Forest.

"If you're all done with your self-appreciation party, let's get moving. It doesn't take long for Grimm to make another attack."

They obeyed silently, following the veteran Huntsman as they sped towards the mountains. Thankfully, they seemed to have lost their pursuers as no chorus of wolf howls and snarling followed them. They eventually came across an old dirt road that wound itself into the valleys, allowing them to begin their climb. Yang cursed as the wind began to pick up, and snow was steadily falling. Raine hoped they found this place soon so they could take shelter. They had been running along the road for about an hour now, the snowfall steadily thickening into a blizzard.

"Not much further now!" Qrow yelled over the now howling winds.

Team RRWBY didn't respond, their teeth already chattering and simply wishing for the storm to stop. Relief flooded through them as they turned a bend and found a cave. Qrow led them in, striking a fire dust crystal lightly to give them light. He shook the snow from his head as he entered, his team huddling against a wall of the cave.

"We'll rest here for now until the snow dies down," he declared.

"S-s-s-s-s-sooo... c-c-c-c-c-cold," shivered Ruby as she clung to Raine for heat.

"F-f-f-frostbite..." he muttered. "Soooohohoho much frostbite."

"H-hey, group hug," declared Yang. She grabbed a weakly protesting Blake and Weiss and pulled them in with Raine and Ruby. More warmth in numbers.

Qrow tossed the glowing dust crystal towards them.

"That outta help."

Ruby snatched it as soon as it came near. They sighed in comfort as the crystal's heat radiated through them. Qrow smirked as he pulled out his flask, his own warming potion so to speak. He glanced outside to the white nightmare swirling around them. He had a feeling something like this would happen. At least they were more than halfway there. He thought back to those Alphas they fought in the snow. Yeah, they were definitely close to the lab. That sickening energy the Grimm embraced, and now Ozpin had told him one of the students had it. Poor bastard, he wasn't going to last long if they didn't find the evidence they needed.

It had only been a couple hours, but the storm was dying down. He could actually see the forests down below now and the snow fall had thinned to a light powder.

"Alright kids, let's get a move on," Qrow announced as the sun started breaking through the clouds.

Yang stretched as she woke from her nap, a loud yawn rousing her teammates.

"What happens in the cave stays in the cave..." muttered Weiss as she disentangled herself from the mess of limbs.

"Oh lighten up Ice Princess, it's not like we were naked," Yang replied offhandedly as she borrowed Raine's nickname for the heiress.

"Please don't put that image in my head... I don't need those distractions," complained Blake.

"Ruby... time to wake up," Raine said as he shook her lightly.

"Mmmmm... five more minutes..." she mumbled into his chest.

"Rubes..."

"Fine..." she whined as she got up.

They continued their journey into the mountains, now no longer hindered by unrelenting snow and hurricane wind. Raine glanced at Ruby as they ran. He wasn't sure what to think now. Was Qrow's approval all they needed to be comfortable with each other? Was it their shared connection to ancient warriors and the burdens they would both now bear? Maybe all they needed was Yang's blatant disregard for his personal space and joy at exposing him to her younger sister? The questions mulled through his head and he couldn't make heads or tails of it. What he did know was this; Ruby brought him comfort, and his greatest fear had become the thought of losing her.

"What the hell?"

Qrow's voice broke him from his thoughts. They had reached the facility apparently. The massive iron doors were rusted with age and resembled a giant gear. It easily spanned 30 feet in diameter and a stagnant stench came from within. Came from within. The door was opened. Why was it already open?

A chill ran down Raine's spine. "Oh crap baskets..."

* * *

 **A/N: Yeah, two chapters within twenty four hours, whoda thunk? I don't even feel like this one was rushed either. I guess it helps I've had a pretty good picture about how this mission will go for about two weeks now. Don't expect the next one to come out as quickly though. I want to pay special attention to detail. And yes, looks like RubyXOC is happening. Any ideas for the pairing name? Right now I'm thinking Rose Petal Storm, but if anyone has any other suggestions I will definitely consider them. I'm not that great at these kinds of things. Review!**


	9. Into the Belly of the Beast

**A/N: So to clarify a theme for some readers that might not get the reference, a nosebleed is a running gag in Anime as a comedic reaction to sexual matters, usually exposure, and implies that a character has repressed urges. I like your guys suggestions for a name for the pairing. I figured Blue Rose would come across though I probably won't choose one officially for a few more chapters. The relationship hasn't quite developed yet. Now, onto plot!**

 **Disclaimer: Ditto.**

* * *

Team RRWBY stood there in silence, Qrow grumbling to himself as they all expected the place to be locked tight. Raine glanced to the control panel; it was completely unscathed, meaning someone had gotten in with a clearance. A dim light came from within the facility, implying the power systems were still operating.

"Looks like we're not the only ones looking for lost technology," commented Blake.

"Alright kids listen up. For all intents and purposes, your part in this mission has basically concluded. If you decide to leave now, I will not hold it against you; you are under no obligation to continue," Qrow told them firmly.

Raine mulled over his thoughts in silence while his team bickered. He caught glimpses here and there as far as reasoning went, from a waste of time to not wanting to leave a job half done, to simple curiosity. His thoughts were somewhere else entirely. Only a person with the blood of the Guardians could have accessed the facility, if what Ozpin said was true. He shuddered to think who else could be looking for this dark magic.

"Ok, either someone else had access to this place or Ruby and Raine aren't the only two guardians running around," chimed in Weiss.

"Let's hope it's the former," Raine agreed.

"Why? Don't you want to find more of your people?" asked Yang.

Raine didn't answer her. If the person he was thinking about was here, there was no chance in Hell they were ready. He swore as he drew his sword.

"I guess this means some of us aren't turning back," stated Ruby as she palmed Crescent Rose.

"You got guts kid, I'll give you that," said Qrow. "But what makes you think I won't just order you back to the school?"

"If we're as important as you say we are, then sheltering us doesn't improve our odds. This is a test we need to complete," he shot back.

Without another word, Raine and Ruby pressed forward into the darkness, his team slowly following.

Weiss shook her head. "Those two are going to get us killed."

"No turning back now," agreed Blake.

Yang probably summed up their thoughts best. "Certainty of death, small chance of success; what are we waiting for?"

* * *

"You are certain of this?"

"I am certain, my Mistress."

"The drunk is with them. He will not allow you to do as you please."

"He simply needs to be separated. The power you gave me will be more than enough to do that."

"Do not underestimate your foes; they maybe young and foolish, but it won't take much prodding to unlock their true potential. Even you will be at a disadvantage."

"Then I'll just make certain to kill them before it happens."

* * *

Ruby didn't like this place. It wasn't just dark or old, but the very atmosphere was oppressive. She found her breaths hard to draw in and the permeating stench of decay constantly assaulted her senses. The cave they were following was lightly reinforced with supports and paved with an old asphalt road. Dim mining lights illuminated their way, but illuminated would be too generous of a word. She yelped lightly when she stumbled over a rock.

"Quiet. We have no idea what else could be lurking in here with us," whispered Qrow.

"Remind me again why we kept going?" asked Weiss.

"Because we're foolish kids looking for adventure," answered Yang.

"Cut the chatter," Raine told them. No one chose to comment any further.

The cave widened into a much larger chamber, with catwalks and a rickety iron bridge traversing a deep ravine. On the other side looked like an old military checkpoint with a broken roadblock and decrepit guard towers. Beyond that was a large cargo elevator around a bend in the road and smaller elevators for personnel. Closer to them was an emergency stairwell.

"Stick with the stairs," ordered Qrow. "The less machinery we use the better."

They obeyed silently, falling in single file with Qrow in the lead. Raine and Ruby followed him, then Weiss, Blake, and Yang bringing up the rear. They tried to keep their steps light, but the echo of their feet on old, iron factory stairs loudly resounded throughout the shaft. No one knew how long they made their descent. There were no "floors" so to speak to keep track of their distance. All they knew was that the staircase came to an end, their only barricade being a rusted door. Blue paint peeled from its surface and the keypad had lost power.

"I got this," said Qrow as he pulled out a small tool from his pockets.

He knelt down on a knee and pointed the tool at the door knob. A thin red laser shot out and steadily cut away at the locking mechanism. A few sparks and wisps of smoke was the only evidence of his work. A couple minutes ticked by until the contraption fell apart with a light clank.

"I'll go first and stay close," he told the kids.

Gripping his sword, Qrow swung the door open, suppressing a wince as the hinges protested loudly. What they found beyond left Team RRWBY speechless.

They found themselves in a massive underground atrium, the ceiling easily higher than some of Vale's tallest buildings. The Atrium was circular in design, easily the diameter of the amphitheater back at school. Multiple levels descended towards the center which was designed with a small park in mind, complete with overgrown grass, bushes and trees. Green, algae infested waters and multilevel waterfalls ran in streams towards the center of this park, converging on a clear tube that spanned the entire height of the chambers. Look up towards the walls, they could see multiple balconies and walkways in the same tubular design. A couple more traditional windows indicated separate rooms, possibly for the long deceased staff. Looking left and right revealed hallways that lined the perimeter of the Atrium. Most concerning however was the light. The place was fairly bright compared to the rest of the facility they had seen so far. While several lamps throughout the room were shattered, the ones that did not gave off bright, florescent illumination, implying that at least this portion still had reliable power.

"This is incredible," breathed Ruby as she drank in the view.

"I admit, I wouldn't mind seeing this place while it was still operational during the war," agreed Weiss.

"This is what our precursors were capable of? Hard to believe they've fallen so easily," remarked Raine.

"My best guess would be this is the facility's main hub, which means several different departments should branch away. Let's keep to the perimeter and out of the open," stated Qrow.

They followed along silently down the corridor to their right, occasionally stealing glances at the impressive architecture. The corridor eventually led them to a large spiral staircase. Unlike what was presumably a service stairway that they used to get there, this one was designed with a more pleasing aesthetic; white chrome faded and stained from years of neglect. They continued on, and came across the first of what would be several branches.

"Research and development?" Raine spoke aloud as he read the large label above the sliding doors.

"Seems as good a spot as any to start," suggested Weiss.

He stepped forward to the keypad, the display coming to life as he came close. Unsure of how to proceed, he simply placed his hand on the screen, thinking perhaps his skin would be enough for a proper reading.

"Error," spoke a female computerized voice. "DNA template not recognized. Please provide blood sample."

"Of course," he muttered.

A small receptacle attached to a mechanical arm emerged from below the pad. Raine brought his thumb to his mouth and bit hard with his teeth, allowing blood to drip freely into the pod. It remained long enough to receive 5 drops, then retracted back into its slot. The computer buzzed away as it scanned his sample, the flashing lights eventually settling on a solid green.

"DNA scan complete. Welcome to Outpost Ceres Delta Research and Development branch, Guardian."

The doors slid open with a hiss revealing a long, tubular hallway. The group made their way quickly to the end, through an opening that showed evidence of the door being blasted open. They found themselves in a laboratory, the once sterile white walls and ceiling scuffed with dirt, scorch marks and bullet holes, and falling into disrepair. Countless counters, tables, pieces of scrap and other odd machinery littered the room. Raine did his best to ignore the few skeletons present.

"Try and find a computer terminal somewhere, or any notes regarding the miasma," ordered Qrow.

The team spread out through the room, picking through drawers and cabinets for any kind shred of evidence. Unfortunately many of the paper documents had decayed beyond legibility. Weiss recorded as much as she could with her scroll. All things considered, she found herself fascinated by this slice of ancient Atlas history. Raine made his way towards the back of the lab. There he found a supervisors desk and, lo and behold, an archaic computer terminal.

"Jackpot," he whispered.

He strode over to the desk, clearing away the skeleton seated in the chair and set to work on the keys. The terminal buzzed to life. Qrow quietly joined him.

"Ok let's see what you have hiding here."

The monitor was ancient, by modern standards anyway. Monochrome graphics in black and white stared back at him causing extra strain on his eyes. Thankfully, the ancient guardians used a similar written language to their own and made navigating the menus easier. Had they the time for it, he could spend hours on this one computer alone, hardly being able to fathom the wealth of knowledge the rest of the facility no doubt kept hidden. He made his way to a folder containing progress reports on whatever experiment the crew had been working on shortly before the collapse. Clicking on one, an audio playback started up, drawing the attention of the rest of his team.

" _Journal of Professor William Richardson, Head of R &D, Year 234, month 8, week 3, day 7 at 0645: Mistral's armies have been halted. We have been able to stem their advance here at the Northern Mountains, but their entrenchments are of such depth that any chance of a successful counter attack is impossible. We've entered a stalemate and protracted siege. Intermittent Grimm activity is currently at a new high. As such, my crew and I are under heavy pressure from top brass to provide them with a solution to turn the tides of this war. Sometimes I wonder which they care about more; the Glory of Atlas, or the glory of their own careers."_

"That's an odd way of keeping dates," remarked Yang.

"This was well before the Vytal Treaty, they measured time differently, likely starting from the founding of their empire," supplied Weiss.

Raine dropped down a few entries, this one dated roughly one week later. The same, tired voice came over the playback.

" _It has been 3 weeks since the siege began when one of the Bio Studies nuts came over to me bouncing on his heels, spouting some nonsense or other about a breakthrough they've made with some captive Grimm. I told him to get to the point, that theories were useless unless they could put it into practice on the battlefield. Otherwise, they were a waste of time. He wouldn't have any of it though, continuing to ramble about Grimm auras. No news there, I figured Grimm had some kind of energy force we did. He claims this opens up a whole new avenue of possibility but until I see results, I'll remain skeptical."_

Raine immediately selected the following video log. They were getting closer.

" _One of the Generals came down here today, I didn't bother remembering his name, scientists don't fall under the same hierarchy as soldiers but we share a grudgingly mutual respect for each other. He's pressing for battlefield supplements or something of a similar design. Is that what we've been reduced to? Narcotics development? As if fielding his entire army with the experimental plasma rifles wasn't taking up enough of our time already, the processing units have been operating at 150% capacity for months now. He also wants collaboration with the Bio Studies team, more garbage about Grimm auras. He seems to think we can weaponize them. More military bravado..."_

"That's disgusting," Blake spat out. "I can't believe these people made their soldiers take drugs before going into battle."

"That's why we're here, so we can stop it," assured Ruby.

"One can hope," said Raine.

He clicked the next entry. This one was dated two weeks later.

" _As expected, all attempts to recreate a Grimm's aura has been met with failure. We lack a proper conduit to hold together their negative energy; as it stands now it dissipates like the bodies of the Grimm we slay. Despite my best efforts, the General remains confident to the point of blind arrogance that this can be done. I'll be making a formal inquiry to our corporate headquarters back in the Capital by the end of the week."_

The next entry immediately began playing.

" _A new development; the good General has brought on a new adviser, some priestess none of my colleagues nor the command staff for the local garrison recognize, though the General seems to keep her attached to his hip at all times. Obvious rumors aside, this woman rubs me the wrong way with her talk of 'the Beyond' and other ritualistic horse shit. Though I suppose its the soldiers who seem to have supplied the most accurate label that we're all thinking; a witch."_

Qrow stiffened slightly. His suspicions were hooked, and if they were correct, this woman was the very same he, Ozpin, and Goodwitch have been investigating for most of their lives. But to be over a century old? Not even the Maidens had such a power of longevity.

"A witch. Are you serious? There's no way that can be right," remarked a skeptical Weiss.

"Remember the Maidens were real. It wouldn't be that far of a stretch for a malicious person to develop or find some kind of power used for evil," said Raine.

"If you even believe in the Maidens," she countered.

"Whether or not you believe in them does not matter. What matters is what we're dealing with right now. The miasma is not natural, not even in natural Grimm. I'm leaving all of our theories open until proven otherwise."

He selected the next entry.

" _Our resident witch has just gone and done something drastic, by having the entire Bio Studies division removed from their wing. Those who protested were promptly shipped from the facility, but to where I do not know. Now the General is having the wing converted into a temple of some kind, to which very few people are being given access to. The situation is getting worse by the day as many of our resources are now getting funneled into her pet project. As if that wasn't enough, none of my inquiries to our higher command are getting answered. I think they're being intercepted or tampered with, but by who, how, or why, I don't know."_

"I think now we know why the command structure splintered," said Qrow.

"But to be able to override the judgment of a seasoned officer in the Atlesian Military? Is that even possible?" asked Weiss.

"A person's semblance could be anything," reasoned Blake. "This woman's semblance could have been mind control."

The Heiress shuddered at the thought. Her mind was her one true safe haven. The idea of losing that was downright terrifying.

"Hey look," Raine spoke up. "There's only three more entries left."

"Then let's get through them and get out of here, this place is giving me the creeps..." shuddered Yang.

" _It's official. The General has lost his mind. He came to me yesterday with these vials containing some substance a dark violet in color. He tells me these will be the key to winning the war and that I am to administer them to the relevant volunteers by the end of the week. When I protested that decision he informed me he has already ordered my men to make the necessary adjustments to our life support pods. Any efforts I make to halt or otherwise hinder the process will be met with capital punishment. I have a very bad feeling in my gut about this."_

"This is it," Raine told his team as the cursor hovered over the final entry.

" _I am issuing an immediate lock-down, Code Alpha. The subjects injected with the substance have gone mad. The General, the fool, decided to be personally present in the testing chamber without an escort when the injection process was completed. The poor bastard we tested on was screaming his lungs out within the first 30 minutes. After passing out, he awoke as one of those... things, something as a cross between a human and a Grimm. It ripped the General apart before we could get to them. We had every intention to halt the process for the 100 other volunteers, but my override commands had been locked out. Our security teams were able to quarantine the subjects in the chamber before they could gain access to the rest of the facility. In the event we are able to subdue the subjects, I have compiled schematics for our life support pods that can be used to remove this poison from their bodies and hopefully reverse the process, though at this point that's just wishful thinking."_

"This is it, those are the schematics we need," said Qrow as he handed Raine his scroll along with a data transfer cable. "Get them downloaded onto this and we'll get out of here."

Raine nodded, taking both items and plugged into the console. He thanked modern age technology for changing so little.

"What do you think that last entry is?" asked Yang.

"I'm not even sure I want to find out," said Ruby as she shook her head.

"Not much else to do while we wait," Raine shrugged as he selected it and pressed play.

They were greeted by the sounds of distant gunfire and screaming. The doctor sounded as if he were severely wounded.

" _That witch, it's that damn witch's fault. About half an hour ago, the other branches started reporting some of their people exhibiting the same symptoms as the test subjects; dementia, uncontrollable anger, and a sickly purple aura. It wasn't long after that when they went mad. Now the entire facility has started tearing itself apart."_ The doctor laughed painfully. _"I suppose this is the penance we pay for our arrogance. We tampered with a law of nature, and the price for that arrogance is our demise. At least I learned her name. To anyone who finds this message, do not listen to her. Do not trust Sa-"_ the sound of clicking heels cut him off. _"Oh, hello there sweetheart. Come to finish me off like everyone else?"_

A woman's voice with a disembodied tone answered him, sending shivers down the spines of Team RRWBY.

" _Your efforts are greatly appreciated doctor, but now your value has been expended. You and your men are nothing more than loose ends. Now, embrace darkness just like the rest of your species."_

The sickening sound of popping bones echoed from the recording, followed by silence. Raine shut off the playback.

Yang was done. "That's it. We're leaving." The rest of them heartily agreed.

Qrow removed his scroll from the computer now that the transfer was complete.

"Let me be absolutely clear," he told them. "None of this about a witch is to be shared with anyone. That is for Ozpin only. Got it?"

His tone left no room for argument, nor did they want to. All they wanted now was to leave this place in the dark recesses of their memory. They quickly made their way out of the labs, sprinting down the hallway back to the main atrium.

"Raine," spoke a worried Ruby. "I'm scared."

"It's going to be alright," he told her. "We'll be out of here soon."

"Not about that, about all of this. About this woman. What if she was the one that gave Cardin that drug?"

Raine didn't have a straight answer for her.

"Let's not worry about that right now. Let's just get home and we'll cross that bridge when we get to it."

She smiled slightly, content with that thought for now. Except home would be a little further than they wanted it to be. The staircase they used to get down here in the first place had been destroyed, the shaft caved in. Qrow immediately drew his scythe extended to full size. The teenagers followed suit. He scanned their surroundings and to his brief relief, spotted the large cargo elevator and its smaller counterparts further along the path.

"Get to the elevators and move quickly. Do not stop unless I tell you to."

Fear was biting at their heels now, the air around them was getting heavier as if Death himself had come to personally collect them. The lights flickered off one by one, until a mere handful remained. Ruby was the first to make it on board, followed by Yang, Weiss, Blake, and Qrow. Only Raine never made it, as a large, shadowy and vaguely purple hand suddenly snatched his legs and dragged him to the ground. His cry of alarm drew the attention of his team.

"RAINE!" Ruby screamed as she turned to help him.

"Stop!" Qrow yelled as he grabbed her before she could cross over the threshold.

A wall of miasma appeared in front of her and cut them off. Raine jumped back to his feet as the ethereal hand dissipated.

"Move out of the way!" he yelled as he drew Tempest.

They split to the sides as he launched one of his crescent blasts at the barrier. It impacted against the miasma; nothing happened.

"And just where do you think you're going, little brother?"

His blood ran cold. He knew that voice. Slowly he turned to face his adversary, a single word escaping his lips in dread as shock overtook him.

"Adam."

* * *

 **A/N: Hey guys, just wanted to give a big thank you to everyone who has stuck with me so far and I hope you enjoyed this chapter. In case some of you are worried, I will not be making this a harem story. I am personally not a fan of them. As for the appearance of Adam, he is my favorite type of villain. He wasn't born one but made into one as a product of his surroundings. At his heart, he genuinely believes he is doing good for his race, even if his methods are breaking many moral boundaries. And why is he calling Raine "little brother"? You'll just have to read the next chapter to find out. Review!**


	10. A Clash of Light and Dark

**A/N: Don't worry guys, I know cliffhangers suck but I wanted to do some build up with this chapter. As a more direct note to a couple of my reviewers:**

 **To Nina Vale: Is it Salem? Is it really? ;)**

 **To super enthusiastic Guest: Adam is a catalyst. You will see why this chapter.**

 **To Zela: Writing style is very important to me. Even now, I'm constantly going back to previous chapters to tighten up any spelling and grammar issues and making minor adjustments so that the reading flows properly.**

 **To everyone else who shows their support reading, you are all amazing. Chocolate chip cookies for all!**

 **Disclaimer: RWBY does not belong to me. If it did, Yang would be a true Super Saiyan.**

* * *

Blake was having a breakdown; her entire body shook with tremors.

"No... no no no, don't let it be him it can't be him," she whispered to herself as she fell to her knees.

"Blake, what's wrong? Who is that man?" asked Weiss.

"Adam... Adam Taurus," she replied with terror. "The leader of the White Fang."

Her teammates looked up in alarm. She couldn't see him but she could feel his gaze settle on her. The man stood tall in his challenge, taller even than Cardin. Red hair was spiked backwards in a windswept way, the style broken by a pair of dark red horns. An ornate, white Grimm mask with red, flame-like symbols obscured his eyes and his upper face, a custom shared by the soldiers he commanded. A black trench coat with long sleeves draped his form. The coat had a red interior and red accents decorated the fringe. Gloved black hands were embroidered with a red Omega symbol. Upon his back was a white design of a tulip covered by a similar design of a red rose. Long, black pants dropped to black shoes, a black belt with domino markings encircling his waist. His sword, a chokutō named Wilt whose sheathe doubled as a rifle named Blush, hung at his waist. A frown marred his features.

"I must admit," the man continued. "Seeing you here of all places was unexpected, my love. But to find you in the company of five humans no less... have you forgotten your heritage? Traitor?"

He spat that last part out.

"Blake, what is he going on about? What heritage?" asked Yang as she stood protectively in front of her.

Blake said nothing, simply pulling on one of the ends of her bow. The delicate fabric fell to the floor, revealing black cat ears.

"I'm a Faunus... I used to be with the White Fang..." she revealed in defeat.

"Why... why didn't you tell us?" Weiss asked slowly.

"I wanted to tell you, it was what I was going to do when we got back," she pleaded with her. "I'm ashamed of what my brothers and sisters have become, of what HE has become. Please... please believe me."

Tears ran down Blake's face. She never wanted any of this. Weiss' features were set in a disapproving frown. The Heiress shook her head.

"But that doesn't matter," Blake pressed on. "We need to get Raine out of there. If he fights Adam, he's going to die!"

"Leave her alone, Adam," Raine spoke forcefully, his resolve rushing back to him when his teammate was targeted.

"This does not concern you, little brother. This is a matter of the White Fang. The penalty for treason is death."

"I am not your brother," Raine growled. "Not anymore. You destroyed that when you murdered our master."

Adam laughed at that remark.

"Murder? No, I set him free. Free of his pain, his suffering. The pain of our people resonated with him deeply, yet he could not bring himself to do what was necessary." Adam's frown deepened. "He remained naive and hopeful in the 'good'" Adam bit his tongue as if the word was venom, "in Humanity. When he named you, a human, as his successor I knew that he was beyond hope."

Adam's form bristled with power. He seemed to be in complete control of the sickly, purple aura that enveloped him.

"My justice upon this world shall descend like a shroud. Humanity needs to see what they have created, created in me, created in my people. The pain they have dealt us for generations shall be delivered upon them ten-fold."

He crouched low, his right hand hovering over Wilt.

"It shall start with you, with Blake, and all those whom you love. I will stamp them out like smoldering ashes."

Raine crouched low as well, bringing Tempest level with his face in a high guard. His eyes glowed with a pale, silver light.

"Urdin chose me because I am a protector, a guardian. Guardians defend the weak and innocent against the wicked, regardless of their blood. To have fallen this far and learned nothing, to spit on his name and cause by walking this path; you have already failed."

"Useless talk of a dead philosophy practiced by a dead order. The world is changing dear brother; you and your species shall be left behind."

The man reached up to his face, gripping the edges of his mask and pulling it aside; his eyelids remained closed.

"I need not wear this while I fight you. I want you to remember these eyes as you draw your final breath and pass on into the afterlife."

With that declaration, his eyes opened, revealing the same, glowing silver irises.

"That's how he got in," breathed Ruby. "He's the same as us."

"In blood only," Qrow corrected her, his face grim. "He has fallen far from the path of a Guardian."

Raine's aura flared to life, mimicking Yang's by becoming fully visible. It took the form of a blue sphere spinning around his form, reminiscent of a twister. Gusts of wind picked up nearby, scattering dust and debris. Ruby watched in awe as a miniature storm encircled him.

"Hold on," said Yang. "Is... that his Semblance?"

"It think so..." agreed Ruby.

The girls came to a joint realization; he had never even talked about what his Semblance was, let alone used it during any training sessions. Raine allowed a small smile of amusement to form as he overheard their speculation, despite the dire situation they found themselves in. He used to employ his Semblance regularly like they did but after he had awoken the power of his Eyes, he no longer saw a need to rely on it. In retrospect, limiting himself turned out more beneficial than hindering, as it allowed him to improve his physical attributes such as natural speed, power and reflexes at an advanced rate rather than draining his aura to create a breeze. He just couldn't afford to continue to do so now.

His speed amplified to triple, he disappeared from his spot with a shockwave, furiously clashing blades with Adam, the latter allowing his own aura to flare as well. Raine was first to follow up, shifting his weight to get within Adam's guard and cut into his midsection. A round from Blush forced him to retreat. Adam pressed forward with his unique style of combat known as Iaijutsu; a rapid sheathing and unsheathing of a blade to counter and overwhelm an attacking opponent. His draws were a blur to the untrained eye, his strikes honed with lethal efficiency. Only his eyes, his past history with the man and focus on speed training spared Raine a dismal fate; Tempest locked in a flurry of counters and redirects with Wilt and while he stood his ground, the barrage of attacks prevented him from pressing forward with a reasonable counter.

Adam sneered as the younger swordsman matched him blow for blow. He had improved over the years, that much was clear. The traditional exchange was on purpose as well, Raine having been well aware of the true danger Wilt possessed. As it stood now, their fight lacked the required energy he needed to perform his Moonslice. No matter; skill with a blade and cunning would decide the victor here. For all his improvements, Raine was still a child compared to him.

A powerful side slash from Adam sent Raine skidding back. Now disengaged, the former brought Blush to bear, firing several rounds at his enemy. Raine blinked in and out of sight as he flash stepped with each shot, the rounds digging impressions into the ground where he was standing. Sheathing Wilt once more, Adam disappeared from sight with a flash step of his own just as Raine had a moment of reprieve. He rolled to his feet, having returned to his original position in front of the elevator.

" _Not good, where is he?"_ he thought as he looked left and right.

"Tell me what it is you treasure most," came Adam's voice from above.

Raine's gaze shot upwards. The man was standing on a service catwalk.

"Grant me this request; the joy of taking it away."

The rumbling of debris deafened everyone in the room. Molten carves appeared in the ceiling as steel, concrete and granite collapsed; he planned to bury them alive. Adam remained perfectly calm as he turned and jumped headfirst through the rubble, Wilt carving his path to safety. Panicking, he slammed his fist on the elevator button, ignoring the protests coming from his team.

"Get out of here, now!" he yelled at them as the reinforced doors closed.

"Raine don't do this!" Ruby pleaded with him. He smiled sadly at her as they sealed shut.

He had no room for error in his timing; failure would mean becoming another victim in this tomb. Tempest split into its dual form, with Raine focusing his Semblance along the blade, sharpening the air to give it a razor thin edge. As the first massive chunk of rubble came upon him, he vaulted with practiced precision onto its face. Alternating between stepping and slicing, he followed Adam's example into the upper levels. A part of him told him to use this chance to escape, but a larger part repeated to him that if he did not end Adam here today, if he became another notch on Wilt's blade, his team... no, his family, his loved ones, would never be safe again. Steeling his nerves, he pursued his "once older brother" into the maze of Ceres Delta.

* * *

Ruby beat futilely against the elevator doors as it made its quick ascent back to the cave entrance. Tears silently ran down her face; never in her young life had she felt so helpless

"Ruby."

Her uncle's voice brought her back to reality.

"I'm not abandoning him, I refuse to leave him alone with that monster."

"We're not. Clear your head, you're the leader of your team," he reprimanded her. "Think back to before we left Mistral this morning. What did I brief you all on?"

Weiss picked up on his train of thought first.

"You went over the facility's layout with us."

"Exactly. This station carved a hive network of labs, offices, halls, dormitories and production facilities throughout the mountain. They're likely fighting through it right now."

As if in response to his point, a rumble shook through the station. Having gained the girls attention, he pulled out his scroll and enlarged a 3D hologram layout of its numerous levels. There were more than just reports in those files Weiss had gotten for them.

"I made sure to add tracking programs in each of your scrolls. Provided his is still working..." he put in a few commands. A red dot appeared in some hallways a couple levels above the main atrium and it was moving. "Bingo."

"How are we supposed to get to him though? He'll be moving around too much for us to catch up," said Yang as she tried comforting Blake.

"We don't," said Ruby as rational thought returned to her. "We head to a landing platform at the summit. That's where Raine will be headed and is where we all agreed to go should we get cut off from our first exit. Once we're there, we'll call for transport and get out of here."

"What if we run into other White Fang along the way? If Adam is their leader, I doubt he came here alone," explained Weiss.

"We kill them."

Blake's declaration earned looks of shock from her teammates.

"If they're here, they've likely taken the same drugs Adam did. He wouldn't just bring grunts with him, only his personal guard. I've met with them, they are the strongest the entire faction has to offer. Anything less than an intent to kill will just be the end of us."

Qrow mulled over her words for a few moments.

"We'll deal with that if we have to, we're not looking for fights this time. Our sole purpose is to link back up with Raine and get out of here."

* * *

Raine was at a disadvantage, a terrible disadvantage. Unlike the Atrium and the labs attached to it, this part of the facility had no power at all. He was left stranded in darkness, the only illumination coming from his own eyes. He had might as well been wearing a sign that said "Here I am, slaughter me!" Adam on the other hand was a Faunus, meaning he didn't need the amplification to see properly. His natural eyes could do so just fine on their own. In translation; Adam could take advantage of the darkness, he couldn't.

From what Raine could see, he was in a large open room like a corporate office. Ruined cubicles scattered about as well as a few more skeletons. Discarded paperwork and books littered the floor, ruined beyond any hope of legibility. The thought was simply fleeting. Right now, he had all of his senses honed for the location of his enemy. An ambush here would be devastating, but Adam was always the dramatic sort. He would need to bank on that pride of his to give himself away.

"So weak... so... vulnerable," came the Faunus' voice.

Raine strained to find the source, but the acoustics of the room they were in made it sound like it was surrounding him.

"Only a coward hides in the shadows," Raine responded levelly, Tempest raised protectively in front of him.

Adam's chuckle echoed throughout the room. A shift in the air was Raine's only warning as Wilt lashed out at his neck. A desperate parry saved his throat from being torn apart. Just as quickly as it came, the blade vanished leaving a shaken Raine alone in the darkness once more.

"Let me make something clear to you, dear brother. There is _nothing_ you possess or can do that would cause me any amount of fear. Your life continues by my own whim."

Raine refused to give him the satisfaction of an answer. Stumbling around semi-blindly in the dark wasn't going to work which meant he needed to flush the man out somehow. Reaching into a pouch on his belt, he drew a fire dust crystal and slipped it into Tempest's pommel. Flames immediately wreathed the blade, bathing the chamber in an orange glow. He could feel Adam's sneer pressing into him.

"That's your solution? A little heat?" came the taunt.

"Oxygen feeds fire just as it feeds our bodies. Given the proper fuel source, the flames can burn indefinitely."

Adam remained silent as Raine's Semblance swirled around him, the wind spreading the flames like a protective cocoon. Raine's aura flared against the heat; he was turning the chamber into an oven.

"Tell me, Adam. What do you think happens to a forest fire when the wind picks up?"

His Semblance did exactly that. If anyone were to bear witness to the exchange, they would see what was essentially a tornado of flame angrily swirling around Raine's body. The Faunus was starting to feel the strain of the heat. A bead of sweat dripped down his brow.

"It burns _everything_."

He drew power from his amulet to ensure the attack didn't fall short. An explosion of flames pushed outward at all angles, created by a miniature sun at its center. Dust, debris, skeletal remains, they all turned to ash. Ceiling tiles fell in molten clumps, the floor a spiderweb of heated orange "veins". Had this room come equipped with windows to the outside, they would have been blown apart completely. Even one as gifted as Adam couldn't take an inferno directly. His aura came to life in a protective purple shield, his element of stealth ripped away from him as the flames swirled past. Raine had found him.

"Ohhhh, and where did you find this strength?" the Faunus asked him.

"As if I'd tell you!"

Raine shot forward, their blades clashing once more. He brought Tempest down in a powerful chop, a shockwave bursting from them as Adam raised Wilt in a block. Raine pressed forward with his assault, crashing down blows against the older man's guard. He spun with a back slash, his enemy parrying the attack into the ground. A vicious snap kick from Adam sent the younger swordsman sprawling backwards against a support pillar. Raine rolled to safety as Adam rushed forward with another quick draw, Wilt carving the pillar in two.

They continued their duel with a display of acrobatics, bounding between pillars as they vaulted against each other, the ringing of steel filling the room. Sparks flew from their clash, amplified by their aura enhanced strikes. The floor crumbled beneath them. A stomp to the ground from Adam sent a shockwave beneath their feat. He followed up with a shoulder tackle that knocked Raine off balance. Adam flash stepped behind Raine, drawing Wilt with a precision cut. Raine choked back a scream as he felt the blade dig into his back, carving his cloak in two. He jumped to gain some distance, the familiar feel of dripping blood setting in.

"That cut is the first of many," spoke Adam as he flicked the blood away from his blade.

Raine grit his teeth, his aura already at work repairing the damage. He knew Wilt was deadly but to carve through his defenses so easily?

"On your knees; I want you to beg for mercy."

* * *

Qrow and the remainder of Team RRWBY doubled their pace through decrepit corridors when they felt the mountain shake with an explosion. Ruby's thoughts ran through her head like wildfire. How did everything take a nose dive so quickly? How did Adam know they were going to be here? Why did she leave Raine alone to fight him?! If he died, she didn't think she could ever forgive herself. Ozpin's words echoed in her head when she asked about her appointment as leader; she had asked him if he had made a mistake, to which he cryptically responded that such a thing remains to be seen. She couldn't fail her team here, she couldn't fail Raine.

The groaning of heavy machinery brought the skidding to a halt.

"Do you hear that?" asked Blake.

Qrow moved to the side and palmed open a door. It led to an observation room overlooking one of the facility's several factories. This particular factory had come to life, its mechanical arms carrying countless crates and containers, loading them onto countless waiting trucks. A small army of White Fang soldiers were busy below, preparing for some massive movement or operation. The old huntsman swore. This whole mission was going to Hell and fast. The girls joined him.

"That's... a lot of White Fang," remarked Yang.

"Hurry it up you mangy animals, our client wanted this cargo yesterday!"

Ruby recognized the voice. She pressed herself up against the glass; down below barking orders was Torchwick. He didn't seem his previous cherry self, this time around more agitated than anything.

"Why is Torchwick here? Was this place a Dust facility too?" she asked out loud.

"Dust, weapons, drugs, experimental tech, the list goes on," supplied Weiss.

"The White Fang are listening to him," added Blake. "That doesn't make sense. Most of them hate Humanity, they would never take orders from a human."

Another explosion rocked the mountain, startling Torchwick and his men.

"You!" the thief pointed at what looked like a White Fang officer. "How much more do we have left to load?"

"The plasma rifles are all that's left; we're looking at 95% completion. The charges are already set and awaiting detonation."

"Good. Get the trucks warmed up people, we are leaving!"

Blake unconsciously drew Gambol Shroud from its sheathe; she was fully prepared to burst through that window and take him down. Only Qrow's hand on her shoulder stopped her.

"No, jumping in now is suicide. The best way to hit them is with information. They expected this to be a covert operation, otherwise they wouldn't be scrambling. We'll report back to Ozpin and we'll move from there."

"They're going to kill people with those weapons! We need to stop them!"

"What do you think you're going to do against an army? You might take a few down with you, but you'll still be throwing your life away."

She wanted to protest against him. Every fiber of her being wanted to call out to her brothers and sisters to stop the violence. And now some slime like Torchwick was calling the shots. What did Adam do to them?

"Blake..." came Ruby's voice. "We will stop them, I promise you that. We're your friends, your team, we want to help you. But right now we need to leave. Raine is still fighting Adam, we can't help him if we go after Torchwick."

She relented, shoving her blade back into its sheathe where it belonged.

* * *

Raine spat out blood as he was knocked heavily against the wall. Numerous cuts decorated his body, his aura unable to keep up with the constant trauma. His clothing was torn with his wounds, though his amulet still hung at his neck. A shallow scratch marred its surface. Sheer luck had kept his neck from receiving the same treatment in exchange.

"Your power is useless," stated Adam as he stood above his prey. "It can not contend with the gift my Mistress has granted me."

"That power of yours," Raine panted. "It will only destroy you."

"It destroys a lesser mind. But for I, one of the chosen, it is a boon that will allow me to ascend to Godhood."

"You're a monster Adam, and soon your people will see that."

Adam laughed.

"My people share this power with me. Even now, my best soldiers are taking it into their bodies. Our might will usher in a new era of peace and prosperity for all Faunus, it shall bring to ruin the Four Kingdoms that smother us. And it is all thanks to her guiding hand."

"You condemn your people to death and suffering just for revenge?!"

Adam stepped forward and buried Wilt into Raine's shoulder. His "little brother" yelled in pain, feebly gripping the blade. He leaned down face to face, his silver eyes adopting a violet tint.

"Urdin failed, you failed, the Guardians failed. All that has been built, all that you stand for, shall fall."

Raine had heard enough. He mustered the last of his strength, drawing upon the final reserves of energy stored in his amulet. With a sudden burst of power, he made a powerful gust of wind throw Adam off of him. He continued until the man was blasted through the wall on the far side of the room. In another display of speed, Raine made his way to the elevators. A slice from Tempest forced the doors to fall forward into the shaft. With one hand gripping a cable and the other gripping his blade, he severed the connection, the counter weight of the elevator cabin dropping sending him flying up the shaft. His shoulder wound throbbed in protest. His aura was almost completely depleted.

Rubble shifted as Adam picked himself free of the mess. A single hand lifted to brush some dust from his coat as he stood at full height.

"Keep running little brother, you will never escape me."

Despite their distance, Raine could feel every word. He had no choice but to run now. Adam's power far outclassed his own. Wind whipped across him as he rapidly ascended to the landing platform he knew awaited at the top of the mountain. Hopefully his team had remembered that aspect of the plan and had a bullhead waiting for them. Every second may as well have been an eternity.

The cable came to a stop as the distant crashing of the elevator filled the chamber. Raine grit his teeth, trying to block out the amplified noise. With his free hand, he drew Tempest cut out the doors. A rush of fresh, mountain air and bright sunlight greeted him. Swinging to safety was chore with a mangled shoulder, but he needed to if he wanted any hope of surviving. He landed in subjective safety outside in the frigid mountain air. An icy landing pad greeted him. The sun sat high in the sky, kissing his locks with a welcomed warmth. To his flanks lay two more elevators, one on each side along with a single stairwell.

He was drained beyond his limits, his muscles convulsing uncontrollably from over exertion and severed fibers as he stumbled out into the open. Blood dripped freely from his wounds, his aura all but completely depleted. Wearily, he took his scroll from his pocket, a miracle the thing hadn't shattered during their battle. With lethargic movements, he turned the contraption on and pressed the distress beacon. Emergency retrieval flights were not common among Hunters, as there was rarely an in-between of handily taking care of Grimm and complete evisceration, but it still existed. He thanked for Qrow's foresight in preparing such a measure before they left.

But as fate would have it, such a relief would not come freely. His thoughts sank as he felt a presence rapidly approaching him. Adam, somehow, had followed him up the elevator shaft. A wave of that same tainted aura washed over him. Raine had barely turned to face him when a fist buried itself into his gut. Spittle and blood flew forth from his mouth as he doubled over, an unscathed Adam peering down at him.

"Young fool. Only now, at the end, do you understand the futility of your existence."

Raine stumbled backwards and raised Tempest in defiance.

"Not while I still breathe."

He roared as he forced his body to move, swinging his blade high in a desperate attempt to keep fighting. Adam moved forward to intercept, not even bothering to draw Wilt this time. Raine let out a gag as the older man caught him by the throat.

"You wish to continue this pointless exchange. Very well, allow me to impress upon you the full depths of my power."

With a casual flick of the wrist, he sent the boy soaring into the sky. Miasma pulsed around him as he lifted off the ground and with a downward push of his aura, flew in pursuit. Raine had no opportunity to mount a defense, feebly blocking a couple strikes. Adam carved his way with ease, striking with Wilt in areas he had yet to mar. Raine was juggled loosely as Wilt stung with what seemed like thousands of cuts and stabs, deep enough to cause damage yet shallow enough to prevent a lethal strike. Blood danced around him like mist as he tumbled head over heels. In a final act of sadism, Adam reappeared above him. Time seemed to slow as the man brought Wilt to bear for one final slash. The blade lashed out, a long gash suddenly appearing across Raine's chest. He couldn't even muster the strength to scream, his nerves overloaded into shock. The force of the strike sent him plummeting back to the ground where, against all logic, Adam stood waiting for him.

* * *

Ruby bounded up the stairs with her Semblance, leaving behind even her uncle in her haste. Raine had hit his distress beacon; they were out of time. She prayed and prayed to whatever Gods existed that she would make it. She had to make it. Legs burned, lungs heaved, head spun, yet she kept running, all discomforts forgotten in her worry. Clouds of rose petals were left behind. Almost there, she could see the final floor. She burst the door off of its hinges with her shoulder and Crescent Rose raised high, stepping out into the light of the landing platform.

The great scythe dropped from her hands, clattering upon the ground forgotten. Anguish filled her as tears burned at her eyes. Adam stood there, sword raised, with Raine skewered upon it. She could form no words, she wanted to scream but the sound caught in her throat. She had failed. She had failed him. She dropped to her knees, with Adam finally realizing she had come.

"Is this the pain you have always feared?" he asked her as he lowered his sword, the battered and beaten boy struggling feebly upon it, pained and labored gasps escaping with a dribbling of blood. "You will remember this moment for all eternity as you pass into the afterlife. Fear not, young one. You will be joining him soon."

Terror gripped the boy far tighter than any physical torture the demon in front of him could muster. Raine dug deep, his amulet completely draining of its final reserves of power; he was drawing upon the being of his battered soul, the power in his eyes having long fizzled out. He would not, could not, let Adam have her. His life may have been forfeit, but hers would not be. He had only one chance. In a final burst of strength, he grabbed Adam by the wrist with his left hand, earning a look of shock from the older man.

"How-"

"You will not," he gripped tighter, "take her away," he pulled himself further onto Wilt against his screaming wounds, "FROM ME!" he finally bellowed out as he sank to the hilt and lay in Adam's face, blood spattering against him.

His right swung around to his waist, fingers curling around Hurricane. His grip on Adam's wrist as strong as iron, he shoved the barrel of his gun into the man's gut. No pain came to him in that first few seconds, only the force of bullets ripping through him as Raine emptied the entire clip. The direct contact had bypassed the protective "skin" of his aura. Blood forced its way up his throat, gushing out in a sudden fit of coughing, the tell tale tinkling of brass hitting the ground followed by that final click of an empty chamber.

Raine let go of Adam as the demon fell backwards from his mutilation, leaving Wilt behind. His hands went to the perforation he had suffered, struggling to keep his shredded innards within the confines of his abdomen. Miasma surrounded his body in a desperate bid to save his life. As for Raine, he stood there staring down at his once-older-brother, sorrow and acceptance marring his face. Shaking hands gripped Wilt and with a shudder, he pulled it free from his body and threw it to the ground. He turned to the silent and despairing Ruby and mustered one last smile.

"Ruby..." he rasped. "Forgive me..."

Images swam across his vision, his head became blurry. Cold... so cold, yet he felt no pain. Raine Zaffre fell upon his side, and passed into the void. That was it; she could take no more. Her mind fractured like shattering glass. Ruby screamed at the top of her lungs, fists clenched, her eyes flaring to life with power as she blew the snow caps from the peak. Her aura enveloped her like a crimson and silver inferno, the force of its presence creating a shockwave that dug a crater into the ground where she stood.

Adam watched in muted awe as she bristled with power. He would have to retrieve Wilt later, his mission had been completed and he needed to report this new development to his Mistress. A portal opened up behind him and swallowed his form whole. As quickly as it came, it disappeared into nothingness.

"RUBY!" yelled Qrow as he burst from the stairwell, having finally caught up with the girls lagging behind him.

He found her cradling Raine's body, the two blades of Wilt and Tempest lying forgotten to the side. Tears streamed down her face as she let loose choked sobs. Yang was the first to join her sister, the blonde brawler enveloping her in as warm a hug she could manage. For all her strength, she had failed him as well and soon her own sobs joined her. Weiss couldn't move her body though the shock, instead collapsing to the ground as she stared upon her dead teammate. The one person to truly see her for a person and not an asset was ripped away from them. Her tears were silent. Blake couldn't bring herself to speak, the shock lodged into her throat like a pill she couldn't swallow. It should have been her, not Raine, to fall to Adam's blade. The man she loved was destroyed, and now the man she was seeing as a brother lay in a bloodied heap at her leaders feat. Adam had broken them all. She screamed across the expansive valley below them, throwing Gambol Shroud into the mountain side.

Qrow struggled to keep his emotions in check. The last time he had seen the girls like this, they lost their mother and it tore his heart out. Raine had become the world to them, perhaps without even them knowing it. He stepped forward to join them, prepared to give the fallen Huntsman, schooling be damned, his final rites. He pulled the leather glove from his hand, resting two fingers upon his neck to confirm what they had all feared. Shock filled him.

"He's still alive..." he breathed.

"What...?" asked Ruby, her sobs pausing just long enough to look up at her uncle, hoping against hope that her subconscious wasn't just telling her what she wanted to hear.

"He's still alive!" Qrow said louder. "Weiss! WEISS!"

It took two calls to break her out of her shock.

"I need fire dust, now!" he ordered.

Shakily, she nodded and rushed to his side, releasing the vial of dust from Myrtenaster's chamber. Qrow got to work quickly, ripping a length of cloth from his cloak. Pressing his thumb and forefinger against the hinges of Raine's jaws, he forced his mouth open and placed the cloth between his teeth. Ruby and Yang had awoken from their stupor now and tried to give him room to work.

"Ruby, grab his hand. He's going to need it."

She did so without question. A burst of aura from Qrow ignited the dust. Pulling a small dagger from his pockets, he held the blade over the flame until it glowed an angry white.

"This is going to hurt like Hell kid, but it'll save your life," he told the unconscious boy.

Without further warning, he pressed the dagger against his impalement wound first to cauterize it. Raine was jolted from unconsciousness as his eyes flew open. A blood curdling scream erupted from his throat as Qrow went to work, his hand squeezing Ruby's in a death grip and teeth clenching down onto the cloth so that he wouldn't remove his own tongue.

"It's ok Raine!" she pleaded to him. "It's going to be ok! We're getting you out of here! Just hang on a little longer!"

His grip was like a vice on her fingers, but she didn't care. He could squeeze them into dust and she wouldn't notice a thing. Torturous few minutes passed as Qrow performed his first aid. After the third round, Raine passed out a second time from the shock. It wasn't long after that when the rumbling of a bullhead's engines came upon them. Yang jumped to her feet and waved them down with her arms, guiding the pilots to their position. The lumbering machine touched down on a relatively clear and undamaged portion of the platform, a duo of medics rushing out with a stretcher.

Time passed in a blur for Ruby as they loaded her teammate and precious person into the cabin. She barely heard Yang's attempts at cheering her up, Weiss' self-berating for not being stronger, or Blake's anger at Adam for destroying what they loved. Team RWBY and Uncle Qrow climbed in with him, the medics furiously at work to stabilize his condition. Only one thought echoed through her mind as they finally departed Ceres Delta.

" _Please... please don't leave me."_

* * *

 **A/N: My heaviest chapter yet. The questions that were answered have only been taken up by more questions. You guys can probably guess now that the forcible activation of a Guardian's power is the pain of loss. I left out the extra R in RWBY on purpose by the way. How will the team and their friends take this new turn of events? What will become of Blake now that her secret is out in the open? What of Ruby and Raine? Review!**


	11. Picking Up the Pieces

**Disclaimer: What? Did you think this changed at all?**

* * *

"The queen has a new pawn," Qrow stated as Ozpin examined his recording of Raine's fight with a critical eye.

He watched carefully as he entered battle with one of the most dangerous individuals on the planet. Their shared history was enough of a concern, but his personal interest in Blake Belladonna did not help ease his mind either. It turned out Raine had been holding back quite a great deal since his enrollment but he supposed he had his own reasons. Still, he would have preferred they had retreated immediately after finding the place unlocked. A fallen guardian... the very idea of what Adam could be capable of gave even him a shudder.

The boy had held his own exceptionally well, though Adam's use of dark magic was unexpected. Team RWBY had arrived earlier that morning with Raine in a stabilized but worrying condition. They had spent an extended amount of time in Mistral while his immediate wounds were treated, then he was transferred back to Beacon. Numerous lacerations riddled his body and several ribs were broken. The puncture wound in his abdomen, thankfully, had only nicked his intestines and not outright destroyed any other organs. Qrow's timely intervention had kept him from bleeding out. His aura was all but gone however, and would take time to replenish.

"How is Team RWBY handling this new development?" he asked as he took a sip from his coffee.

"Some better than others. Ruby rarely leaves his side in the medical wing, only to fulfill her class obligations. Other than that, she may as well be another occupant. Yang is taking it better; she's convinced he'll be back up 100% within the next week. Weiss and Blake... there's a bit of tension. While they're both worried about Raine's condition, there's an air of animosity between them when it was revealed that Blake is not only a Faunus, but an ex-member of the White Fang and if Adam is to be believed, a very high ranking member at that," Qrow explained, taking a drink from his flask.

"That's concerning but I don't anticipate that friction to last for long. I believe your nieces have had quite an impact on them."

Qrow shrugged. "Silver lining, though I wouldn't send them out on any field missions until it's fully resolved."

Ozpin nodded in agreement.

"Speaking of the White Fang, we're you able to glean any information as to where they are operating from?"

"I have a couple contacts looking into it, though I doubt the group in Vale is the only one, which means they're growing in numbers. The ones at the facility could count for a small army. Rumor has it they're operating out of the southeast but that's still just a rumor."

"Was Adam the only one using the Miasma or were there more?"

"Just Adam from what we encountered, but Blake isn't convinced. She's gone into a frenzy trying to dig them up."

"We'll keep an eye on her for now. She's not sure who to trust at the moment and us intervening could send the wrong impression. Now, about the team itself. How was their performance?"

Qrow smirked. "You have a bunch of prodigies under your wing. Ruby is on a whole different level compared to the last time I got to fight with her, and Yang is on her way to being able to level buildings. They're still too proud and overconfident though and will need some humbling. I think Raine's brush with death will have a hand in that. Weiss takes a lot after her sister but I can tell she's been modifying her family's style to better suit her own needs, and Blake's form is flawless. As for Raine... well," he motioned towards the video.

"I take it then both Ruby and Raine are well aware of their roles?"

"Raine more-so than Ruby. He's already trained in using his power and will likely help her grow accustomed to hers as well." Qrow then frowned. "She's too young Oz, she's not ready to bear the responsibility. I'm not even sure Raine is fully prepared either."

"Which is why we'll continue our work. With any luck, they'll never have to."

Ozpin took a sip from his coffee as he contemplated their next move. Immediately after they had returned, he contacted his colleague General James Ironwood to receive the schematics of the modified medical capsule Team RRWBY had retrieved from Outpost Ceres Delta. The General, arguably one of the most powerful men in Atlas, filled multiple roles as the Hunter Academy's headmaster, a leading member of the kingdom's ruling council, and the ranking officer of its entire military. If anyone could build something from ancient Atlesian tech, it was him. It wasn't a moment too soon either, as Cardin's condition had begun to deteriorate.

"Qrow, for now I want you to take some time to rest and ease the remainder of Team RRWBY back into the flow of school. After that, I have a new assignment for you concerning Amber."

Qrow raised a brow at the mention of that name. "Is that so? And what would that be?"

Ozpin pulled up a video file on his terminal, loading it with the 3D hologram projector in his desk to give Qrow a good view. It was a video of the encounter Glynda had with the unknown sorceress on the night they had met Ruby and Raine. The scythe master narrowed his eyes as he recognized the fire magic she employed.

"I believe we have our prime suspect responsible for her... condition."

* * *

Three weeks. It had been three weeks since the disaster at Ceres Delta and Ruby Rose was struggling. Ever since they got back to Beacon, she rarely left Raine's bedside in the medical wing. The young guardian clenched her fists as the memory replayed itself in her mind for the thousandth time. She should have waited, should have turned back, but she let her overconfidence get the better of her. Now her teammate lie essentially comatose because of her failure. Tears burned at her eyes once more as she gazed upon his unconscious form, the only sounds being his steady breathing, the EKG heart monitor measuring his pulse, and the steady drip of an IV bag hooked up into his arm. The doctors back in Mistral said it was a miracle he still had enough blood to pump at all. The blood... oh God the blood. There was so much of it. Her gaze dropped to her trembling hands; she could still see his blood on them.

"I guess we weren't ready after all," she said to no one in particular, a humorless chuckle escaping from between her lips.

"Ya know Raine... I always kind of thought of you as untouchable. You had so much more experience and could handle yourself so well even in a bad situation. I never stopped questioning why I was picked to be leader instead of you. Maybe if our positions were reversed then maybe..." she shook her head violently. "No, you wouldn't let me end up like this, not like how I did. I should have been stronger, I should not have left you alone like that."

Her shoulders shook. If anyone else had been in the room, they would have noticed her eyes flash with a silver light.

"I hate this..." she whispered. "I hate how helpless I was, how helpless I am now. I wish I could hear your voice again, see your smile, feel your touch. To see you like this and know I'm responsible..."

Her self-pity was broken when she heard her sister's voice calling from the hallway.

"Ruby! Hey Ruby you in here?"

The door swung open.

"Oh, there you are sis. We're all headed out into town. Ice Princess wants to go see all the stuff Vale's been doing to get ready for the festival. Wanna come?"

Ruby smiled slightly but shook her head. "Thanks but I think I'll just stay here."

"Oookay but guess what?" said her sister with a big grin as she walked over. "That was just a courtesy. We all came to agreement that you don't get a choice and that you're coming with no matter what."

"Wait what?"

Yang pulled up a free chair and joined her sister. "Ruby, it's not going to do either of you any good just by sticking around here. Raine would want you to relax a bit because he's going to get better. He wouldn't want you moping around beating yourself up."

"I'm not moping!"

"Ruby I can see it in your eyes. We can all see it. You barely eat or sleep, when it comes time for training your work yourself in the ground, then you sit here for hours on end hoping he'll wake up just from you being here."

"Of course he'll wake up! And I want to be here when he does. I owe him that much."

"If you owe him anything, it's to not let yourself fall apart like this. He will wake up, we all know he will and when he does, which do you think he's going to want to see? The girl whom he loves, or a shell of that same girl?"

Ruby caught herself from retorting. Loves? Was that even the right word for it? She didn't get to finish that thought when Yang threw her over her shoulder like a sack of potatoes.

"Come on, we're going to have fun today just like he'd want you to."

Fake tears ran down the young guardian's face as Yang carried her out of the room. "You're so cruel."

* * *

An hour later found Team RWBY walking down one of the many streets in Vale. Streamers, banners, balloons and all other sorts of festival decorations draped across almost every surface of the city. The Vytal Festival; a biennial celebration of the Peace Treaty that ended the Great War. The host kingdom would change for every event and this year, they were lucky enough for Vale to be next in line. Weiss could hardly contain her excitement, earning more than a few odd looks from her friends. She beamed as a massive streamer that stretched across the street from building to building was raised, the phrase "Welcome to Vale!" etched upon it with red paint.

"The Vytal Festival, this is so wonderful!" said the Heiress.

"Ya know Weiss, I've never seen you smile this much before. It's kinda weirding me out," remarked Ruby.

Maybe Yang was right. Just a few minutes out under the sun and she was already feeling better.

"How could you not smile?" replied Weiss as she turned towards her team. "This is a celebration of the cultures of the world! Dancing, music, theater, parades, the tournament! Oh the amount of planning and preparation alone for something so huge is just breathtaking."

"Only you would take something cool and make it sound boring," commented Yang.

"Quiet you," Weiss shot back as they made their way down the street.

Yang huffed and crossed her arms as the loud blaring of a ship's horn echoed across the town.

"So remind me again why we've decided to spend our Friday afternoon at the stupid docks?" asked the blonde bombshell.

Ruby grimaced and plugged her nose. "They smell like fish."

Weiss puffed her chest out with pride.

"I heard that students from Vacuo will be arriving by ship today for the tournament. As a representative of Beacon it is my sworn duty to welcome them to our fine kingdom."

"What she really means is that she wants to spy on the competition," Blake said dryly.

"You can't prove that!"

The cat Faunus smirked. "Don't have to, you just did."

"Whoa," said Ruby as she stopped to look down the road at a police cordon.

Her team joined her as they looked at the smashed windows of a Dust shop. Ruby quickly hurried over, pushing past the growing crowd.

"What happened here?" she asked the nearest officer.

"Robbery," he replied. "Second Dust shop to get hit this week."

"I don't get it," said another officer as he filled out his report. "Cash left in the register just like the last one... who the hell needs this much Dust?"

"Maybe the White Fang?" said another.

"Or maybe we're not getting paid enough. Seriously, I'd actually prefer a normal perp than this nonsense. You know, guy robs a bank, a person, or store for money, we chase him down, put him in cuffs and send him to the slammer? Call it a job well done at the end of the day?"

"Hmph, White Fang again," huffed Weiss. "What an awful bunch of degenerates."

"What's your problem?" interjected Blake.

"My problem? Did you already forget what happened three weeks ago? Adam wants a war with Humanity. What better way to do that than weaponizing stolen Dust?"

"The White Fang aren't so bold to just rob a store in the middle of downtown Vale. In fact, the only ones who are extreme are part of Adam's inner circle. The rest are caught in the middle and just want to be treated like equals."

Weiss snorted. "What a funny way of showing it."

"Well, the cops never caught that Torchwick guy Raine and I ran into a few months ago. He was trying to rob a dust shop too. Maybe it was him?" supplied Ruby.

"How?" challenged Weiss. "He was just in Mistral with us!"

"I doubt that matters; we didn't take too long to get back here. I doubt he had anymore trouble than we did," agreed Blake.

"Hey! Stop that Faunus!" came a cry from the docks.

The girls quickly ran back to see what the commotion was going on about. Two sailors on a docked freighter were chasing a teenage boy along the deck. He had spiky blonde hair and a tanned complexion. He wore a white jacket that hung open exposing his bare, muscled torso and a pair of red gauntlets decorated his wrists. Blue cargo pants tied by a white belt hung loosely from his waist, with a chain hanging from his belt loops on his right side. He sported black and yellow sneakers and a gold pendant with a monkey symbol hung around his neck. Swinging behind him was a long, prehensile tail the same color as his hair.

"Thanks for the ride, fellas!" he laughed as he perched on the railing of the ship.

Just when they got within arms reach of him, the monkey Faunus jumped down to the dock, laughing at their expense.

"You no good stowaway!" one of them yelled, shaking his fist.

"Hey, a no good stowaway would've been caught," he retorted. "I'm a great stowaway!"

He hung from a street lamp by his tail, pulling a banana from somewhere on his person and munching away. He barely got two bites down when a small rock bounced off of his temple. A pair of cops had shown up when they heard the shouting.

"Get down from there right now, kid."

The boy smirked and tossed the banana peel into the first cop's face, earning him a glare. Swinging around so that he perched on top of the lamp, he jumped down and planted his feet onto the face of the other cop, knocking him down to the ground. He rolled with the landed and took off through the scattering crowd. He passed Team RWBY as he made his escape, flashing a smile and wink to a befuddled Blake before disappearing around the corner, the two cops in hot pursuit.

"Well Weiss, you said you wanted to see the competition. There he goes," Yang stated matter-of-factually.

"Quick! We must observe him!" she declared and they took off running.

They followed him around another block, with the girls losing sight of him as he vaulted over a fence. Weiss was the first to round that next corner, crashing into another girl along the way. She shook her head to look at whomever it was she collided with.

Laying flat on her back was a peculiar girl with curly orange hair that came down to her chin and a pink bow tied among those same locks. Her bright green eyes stared up at Weiss curiously, her face light in complexion and splashed with freckles. She wore an old fashioned blouse and skirt with feminine overalls, and a black and green collar that matched the black stockings hugging her legs. Weiss jumped to her feet when the girl smiled an unnaturally wide smile at her.

"Salutations!" she greeted jovially with a wave.

"Um, hello," answered Ruby.

"Are... you ok?" Yang asked her.

"I'm wonderful," the girl replied without moving from her spot on the ground. "Thank you for asking!"

Team RWBY shared a look of confusion.

"Do you... wanna get up?" Yang pressed further.

The girl seemed to think for a moment then nodded. "Yes!"

Pushing her hands against the asphalt behind her head and pulling her knees up to her chest, the girl smartly jumped to her feet, causing Ruby and her friends to back off with unease.

"My name is Penny. It's a pleasure to meet you!" the girl told them with her odd cheer.

"Hi Penny, I'm Ruby."

"I'm Weiss."

"Blake."

"Are you sure you didn't hit your head?" asked Yang, earning her a smack from Blake. "Oh, I'm Yang."

"It's a pleasure to meet you!"

"You already said that," stated Weiss, her eye twitching.

Penny paused in thought. "So I did!"

Weiss was thoroughly uncomfortable now so she made to leave. "Anyway, we need to get going now. Sorry for bumping into you."

"Take care, friend," said Ruby as she left with her team, leaving Penny on the side of the road.

"Wow she was... weird," remarked Yang as they went back the way they came.

"Whatever. Now, where did that Faunus riffraff run off to?" asked Weiss, only to find Penny suddenly standing in front of her.

"What did you call me?" the redhead asked as she leaned in close.

Weiss was beside herself, dumbstruck on how Penny was able to move so quickly.

"O-oh! I'm sorry, I really didn't think you heard me!" Yang stuttered with her apology.

"Not you," replied Penny. Instead, she walked up to Ruby. "You!"

Ruby chuckled nervously.

"I don't think I-"

"You called me 'friend'! Am I really your friend?"

Ruby looked to her team for support. All of them we're animatedly signing her no.

"Um, sure. I-I guess?"

They looked at her completely flabbergasted, and as one collapsed to the ground. Penny, for her part, was absolutely overjoyed.

"Sen-sational! We can paint our nails, and try on clothes, and talk about cute boys!"

Ruby leaned over to Weiss who was brushing herself off.

"Wow, is this how it was like when you met me?"

"No. She is _far_ more coordinated."

"So Penny, what are you doing in Vale?" asked Yang.

"I'm here to fight in the tournament," she declared with pride, earning a look of surprise from Weiss.

"Wait, you're competing?" asked the Heiress.

"Indeed I am. I'm combat ready!" Penny answered with a salute.

"Forgive me, but you hardly look the part."

"Says the girl wearing a dress?" Blake interjected dryly.

"It's a combat skirt, thank you very much," Weiss retorted.

"Yeah!" agreed Ruby.

The two shared a perfect low five without so much as glancing at each other. That was when Weiss came to a realization.

"Wait a minute, if you're here for the tournament, then does that mean you know that monkey tailed... rapscallion?" she asked as she put her hands on Penny's shoulders.

"The who?" Penny asked in confusion.

"The filthy Faunus from the boat!"

"Why do you keep calling him that?" Blake asked angrily.

"Excuse me?"

"Stop calling him a degenerate, stop calling him filthy! He's a person!"

"Oh I'm sorry, do you want me to stop referring to this trash can as a trash can? Or this light post as a light post?"

"Stop it!"

"Stop what? He clearly broke the law. I bet if you give him enough time, he'll end up with all those other Faunus in the White Fang."

"You ignorant little brat!"

"How dare you talk to me like that! I am your teammate!"

"You're a spoiled little girl who has no clue how the world works. You trying to brand him as a terrorist solely by his species just proves how hateful and racist you really are!"

"So you agree with me! That the White Fang _are_ a bunch of terrorists!"

"That's not what I said and you know it!"

"Maybe we should leave...?" Yang asked her sister hesitantly.

Penny popped up behind them in her usual cheerful demeanor, seemingly oblivious to the argument.

"Where are we going?" she asked them.

Ruby only shook her head in sadness. What would Raine say if he were with them right now?

"Guys, please don't do this here," pleaded Ruby as she stepped in between them.

She could literally feel the sparks flying through her.

* * *

The journey back to Beacon was spent in tense silence. At Ruby's urging, Blake and Weiss held off yelling at each other at least until they got back to their dorm. She nervously twiddled her thumbs as she and Yang followed their irate teammates down the hall of their dormitories. Weiss angrily stomped into the room first. The door had barely closed when she rounded on Blake once more.

"I don't understand why this is causing such a problem."

"That _is_ the problem."

"You do realize that you're defending an organization that calls for the blood and destruction of all humankind don't you? The Faunus of the White Fang are pure evil!"

"There's no such thing as pure evil! Why do you _think_ they hate humanity so much? It's because of people like Cardin, people like _you_ that force the White Fang to take such drastic measures for a normal life!"

"By murdering innocent people?!"

Blake ripped off her bow. "Look at me, Weiss! Am I _still_ a terrorist to you even though I used to be one of them? There are THOUSANDS of others just like me that were manipulated into thinking we were making a difference the _right_ way. Are you really going to look me in the eye and call me a murderer? Is that really what you think?"

"I don't know what to think, _my_ _love_!" she screamed as tears burned at her eyes.

Blake halted in her advance at the echo of Adam's name for her.

"Do you want to know _why_ I hate the White Fang? _Why_ I don't particularly trust _any_ Faunus? It's because I'm a victim of their violence." The Heiress crossed her arms and walked over to the window, her team watching in silence. "It's because they have been at war with my family for years... war, as in _actual_ bloodshed. My great grandfather's company has had a target painted on its back for as long as I've been alive. Workers trying to make a living, slaughtered. Board directors, friends, and family; executed in broad daylight. Entire shipments of Dust; stolen. And every day something happened, my father would come home _furious._ That led to a very _difficult_ childhood. I once thought like you did, but that didn't last long."

She turned towards Blake and lifted a finger to the scar marring her left eye.

Ruby tried to console her. "Weiss... I-"

"No," she snapped back. "I want to believe that you're not one of them. I _want_ to think people can change, but every moment you stand here and defend their destruction as misguidance and a cry for equality, I am reminded of everyone we've lost, and every last _one_ of them deserved life just as any _Faunus_."

Weiss was seething. Her gaze bore into Blake with an unrelenting force, but the cat girl didn't falter. She returned that look with one of her own just as strong.

"Then I'll just have to prove you otherwise."

She turned and made for the door.

"Blake wait! Where are you going?!" Ruby cried after her, but she didn't answer. She rounded the corner and disappeared.

Her adrenaline wearing off, Weiss collapsed onto her bed with exhaustion. Her earlier anger dissipated, and all that remained was sorrow. Silently, the tears she had bottled up streamed down her face. Weiss was crying. Despite all of her hateful words, it still hurt her. This team was all she really had, and the thought of losing anyone scared her. Everything had taken a toll on her; no one, not even Yang, could guess when Raine would wake up or if he would at all, and now Blake had left for who knows where or how long.

Ruby couldn't find the right words to say, or if talking at all would be considered appropriate. So she opted instead to sit next to Weiss, and ignoring her weak protests, wrapped her in a hug. She couldn't hold it in anymore after that, and broke out sobbing.

"Weiss... I'm sorry all that happened to you," Yang started as she tried to console her. "But Blake is a good person who just wants to see some right in the world. Please just trust her like we always have."

Weiss shook her head as she wiped her tears yet not breaking away from Ruby's embrace. "Adam called her _my love_. That tells me at one point they were as close as two people could possibly get. If she vanishes after all that's happened, or worse yet goes back to him, I'll _never_ be able to forgive her."

"She won't do that," assured Ruby. "Blake is a good person. She won't run from this, from us. We're a team. She wants us to accept her for who she is, not what she is or was. If she's not back by morning, we'll go looking for her. Then we can put all of this behind us."

* * *

Blake just kept running. She never looked back, hardly spared a glance to anyone she passed, not caring that her cat ears were exposed to the world. She had long since left the dorms and found herself in the courtyard of Beacon, the glow of the moon bathing her in a soft, silver light. She finally stopped in front of the tribute statue to the world's hunters; a Huntsman and Huntress with their weapons raised, standing proudly over the decaying corpse of a beowolf.

She let out a breath she didn't realize she held and fell to her knees, unable to get Weiss' scorn out of her head. A part of her even believed it. How could the Faunus ever know true peace if they resorted to violence? Worse yet, she was demonized by a person she considered a friend, someone to confide in. Nothing made sense anymore and the pain was gnawing away at her relentlessly.

" _Damn you, Adam."_

He was destroying everything they worked so hard to build. Part of her wondered if maybe things could have turned out differently had she stayed, if she could have changed his mind. He loved her once, and she loved him. She would be a fool to deny that. Was she right to have left like she did? Did her departure break him more than any injustice a human could do upon their kind? He spoke to her with such hate back then, before he moved to kill Raine. Traitor; that was what he called her. His voice held so much pain. No, she wouldn't cry over this. Crying never helped or solved anything.

Raine was still paying for the price of standing against him. What terrified her most though was that he wouldn't be the last. Steeling her resolve, she stood back up on her feet.

"I _knew_ you'd look better without the bow."

Blake jumped at the voice, but when she turned to see who it was, she smiled. She never returned to her dorm that night.

* * *

 **A/N: Just to be clear to everyone, this has been three weeks since the mission in Mistral. Yes, Raine has been unconscious for that long, which means it'll be up to Ruby to hold the team together through these next few trials. Blame Adam. Also, Penny! I feel she was one of those characters the show could have developed more if it wasn't just a webseries, so I'll be enjoying including her as the story rolls on. As always, review!**


	12. Wings

**A/N: Is it just me or do any other writers seem to always find minor errors like typos in their stories? No matter how many times you guys edit and re-read? No? Damn it. I always find something. Ah well, enjoy chapter 12!**

 **Disclaimer: HAH**

* * *

That following Sunday found Blake and the monkey faunus, named Sun Wukong, having breakfast at her favorite coffee shop. Unlike many other establishments in Vale, this one didn't have the reputation of hiking up prices or outright refusing service to any Faunus customers. All the same, the pair chose a secluded corner on the outdoor balcony above the main dining room, to avoid unwanted attention.

Sun awkwardly took a sip from his coffee as he lifted the cup with his tail. He wanted to enjoy the down time of his weekend before schooling kicked back up the next day. Even though he was an exchange student, the Academies had all made an agreement for traveling students participating in the Vytal Tournament to continue their studies in the host kingdom. Sun was never a fan of academics, so to be spending a bright Sunday morning having a silent breakfast with the cat faunus, granted an attractive cat faunus, wasn't his first idea of a good time. He figured going somewhere she was comfortable would get her to come out of her shell, but even that was turning out to be a bad idea.

"So," started Blake, gaining his attention. "You want to know more about me."

He could have cheered.

"Finally, she speaks! I swear, these past two days you've done nothing but give me small talk and odd looks."

She glared at him in response.

"See? Like that!"

Blake sighed in exasperation. "Sun, have you heard of the White Fang?"

"Of course," he replied. "I don't think there's a Faunus alive who hasn't heard of them. Stupid, holier-than-thou-art creeps who use force to get whatever they want. A bunch of violent, selfish freaks if you ask me."

Blake calmly sipped her tea. "I was once a member of the White Fang."

That declaration sent Sun into a coughing fit, his tail dropping what was left of his coffee on the table.

"Hold on a minute, what?"

"That's right. I had been since I was a little girl. You could say I was born into it. Back then, things were different..." she began. "Out of the ashes of war, the White Fang was meant to be a symbol of peace and unity between Humanity and the Faunus. Despite being promised equality, Humanity still treated the Faunus with discrimination and hate. After all that had happened, we were still treated like lesser beings. So the White Fang rose up to be the voice of our people. I was there at the front of every rally, I took part in every boycott, and for a long time I thought we were actually making a difference." She scoffed at the memory. "Naive thinking of a little girl. Then five years ago, our leader stepped down and a new one took his place. All of a sudden, peaceful protests turned into organized attacks. We set fire to businesses that refused us service and hijacked cargo developed by companies using Faunus as labor. The worst of it all was that it was working. We were being treated like equals, but not out of respect; it was out of fear."

She took a deep breath before continuing.

"Finally, after four years of escalating violence, our leader was killed by an Atlas Specialist strike-team. His successor, a man named Adam Taurus sent most of us into hiding and personally lead the best of us in the kidnapping and public murder of key Atlas personnel, including Schnee Dust Company executives. I left after I heard the news."

She finished her tea and set the cup down.

"I decided I no longer wanted to use my skills to aid in their violence, and I have dedicated my life to becoming a Huntress. So here I am, a criminal hiding in plain view, all thanks to a little, black bow."

Blake wiggled her ears beneath the satin fabric, for effect.

"So, have you told any of your friends about this?" asked Sun.

She sighed as her expression became melancholy.

"Yeah, I told them. Ruby and Yang didn't seem to think it changed anything, but Weiss... her family has a very negative history with the White Fang. She reacted badly; she got very angry with me and even seemed personally hurt. As for Raine, well... he's not exactly in a position to give an opinion right now."

"What do you mean?"

"Our most recent mission, also our first; he got banged up pretty bad. I can't give all the details, Headmaster Ozpin's orders, but we ran into Adam; the same Adam leading the White Fang."

Sun raised a brow.

"Those two have a history, a very bad history at that and they ended up fighting. Raine drove him off in the end, but it nearly cost him his life. Now he's unconscious on a hospital bed at school and we have no idea when or if he'll wake up. That was three weeks ago."

"Tough pill to swallow," said Sun, unsure how to continue the conversation. "I suppose it could be worse though. Weiss probably cares more than she lets on if you said you keeping this from her ended up hurting her."

"I'd like to think that but... she's lost family to the White Fang. All I can do now is try and prove her wrong and hope for the best."

"How do you plan to do that?"

"I still don't think the White Fang are behind all these robberies that have been going on. They've never needed this much Dust before, you know?"

Sun paused for a moment.

"What if they did? I mean, the only way to prove that they didn't do it is to go to the place where they would most likely go if they _were_ to do it, and not find them there. Right?"

"The only problem is that I have no idea where that would be."

"Well, I overheard some of the crew on that ship I came in on talk about a big shipment of Dust arriving tonight at the docks."

"How big?"

"Big; massive Schnee Company freighter."

"You're sure?"

"Positive. She should be getting here around 8 tonight. All we have to do is scope out the place and wait."

"That's a lot better than what we usually have to go on."

"So, is it a date?"

She smirked at him. "Don't get any funny ideas."

"Hey, can't blame a guy for trying." Sun paused for a moment when he realized something. "Wait, you said your fifth teammate's name is Raine, right?"

"Yeah, why? Do you know him?"

Sun's expression fell. "Yeah... yeah I know him. Hey, you go ahead and I'll meet you at the docks tonight. I have some things I need to take care of."

* * *

"Blaaaake! Blake, where are you?"

Ruby and Yang traded off calling at the top of their lungs as they, plus Weiss, walked down the streets of Downtown Vale as they searched for their missing teammate. This was the second day since she disappeared and it was beginning to wear on them. Ruby rounded on Weiss for her continued silence.

"Weiss, you're not helping."

"You know who would be able to help? The police," the Heiress arrogantly replied.

"Ugh, Weiss..." Ruby growled.

"Hey, it was just a suggestion."

"Yeah, a terrible one."

"Weiss, I think we should at least hear her side of the story first before we jump to any conclusions," defended Yang.

" _I_ think that when we do, you'll realize I was right."

"And I think Weiss' hair looks wonderful today!"

The three girls jumped at the sudden appearance of Penny.

"Gah, Penny! Where did you come from?!" cried Ruby.

"Hey guys! What are you doing today?"

"Uhh," Ruby hesitated.

"We're looking for our friend Blake," Yang supplied.

"Oh, you mean the Faunus girl."

"Hold on, how did you know she's a Faunus?" asked Ruby.

Penny pointed to her own bow. "The cat ears?"

"What cat ears? She hides them under a... bow," Yang trailed off.

A tumbled weed bounced past them in their silence. In hindsight, they really shouldn't have needed Blake to reveal that secret if a complete stranger noticed it the very same day they met. That and she did love tuna quite a bit...

"So where is she?" Penny continued.

"We don't know," Ruby answered sadly. "She's been gone since Friday night."

Penny gasped and rushed forward, grasping Ruby by the shoulders.

"That's terrible! Well don't you worry, Ruby my friend. I will not rest until we find your teammate!"

Ruby chucked nervously.

"W-wow Penny, I'm- that's... really sweet of you and all but, I think we're doing ok. Right guys?"

She looked to the side to find that Yang and Weiss had vanished. A second tumbleweed bounced past them in their silence.

"Sure is windy today," Penny remarked. "Anyway, Blake is your friend?"

They had started walking.

Ruby sighed. "Yes Penny."

"And you're mad at her?"

"Yes, I mean no, I-," Ruby struggled to explain. "I'm not, Weiss is."

"Is _she_ friends with Blake?"

"Well that's kind of up in the air right now."

"But why?"

"Well, Blake and Weiss got into a big argument over her Faunus heritage, and Faunus in general. They're both really set in their ways and can't seem to agree on anything. We've known about it for a couple weeks now but... I guess everything just boiled over. She barely talked to us before running off like she did."

Penny hummed in thought.

"I don't have many friends, but if I did I'd want them to talk to me about things."

Ruby looked away dejectedly. "Me too..."

* * *

"Thanks again!" Yang called as they left another shop. She sighed in exhaustion.

"This is hopeless... you really don't care if we find her do you?" she asked Weiss.

The Heiress scoffed.

"Don't be stupid, of course I do, I'm just afraid of what she might say when we find her."

"What then? You still think she's working for the White Fang?"

Weiss looked at her sadly. "The innocent never run, Yang."

Yang held her tongue as Weiss walked away to continue their search. She didn't want to admit it, but Weiss had a point. Why would Blake want to run from them? Weren't they a team? A part of her even felt slightly betrayed. She shook that thought. They were going to find her.

* * *

Nightfall seemed to come quickly. Blake found herself laying prone upon the roof of a warehouse overlooking the shipment of Dust that got brought in. Sun hadn't lied when he said the shipment was big. Hundreds of shipping containers lay neatly stacked in front of her. The offloading had finished little over an hour ago so she was left to play the waiting game. With any luck, this would just blow over as a quiet night and she could get back to her life. She barely noticed Sun suddenly land next to her.

"Did I miss anything?" he asked.

"Not really. They finished offloading the crates and now they're just sitting there."

"Cool. I stole you some food," he told her with a smile, offering her one of several green apples he kept tucked to his chest.

Blake looked at him with a raised brow. "Do you always break the law without a second thought?"

"Didn't you used to be in a cult?" he responded without hesitation. She glared at him with distaste. "Sorry, too soon."

Blake shook her head and turned her attention back to the crates. Silence rolled between them as the minutes ticked on into an hour.

"Hey, earlier you said you knew Raine. What did you mean by that?"

Sun seemed to stiffen in the darkness. She couldn't make out his face, but she did catch a glimpse of something that looked like anger.

"Is his last name Zaffre?"

She nodded.

"Then yeah. I know him. I didn't think he'd have the nerve to join another school though."

Blake sent him a look of confusion, prompting him to explain.

"Raine used to go to Shade Academy with my younger sister, Arianna. I ended up going to Haven in Mistral instead. Anyway, the two used to be on the same team, along with their best friend Cyan. One of the greatest teams the school ever had too. But he screwed up and almost got them killed. As soon as I found out, I jumped on the first flight out that next day."

Sun clenched his fist at the memory.

"King Taijitu poisoning is what the doctors told me. She had massive fang punctures along her right shoulder and down by her stomach. She told me what happened and that she forgave him, but I didn't see it that way. I couldn't even get him to explain himself, since he withdrew the day after they were brought in. Which is why if I end up seeing him here, I will make him pay for getting her hurt and running off like that."

Blake didn't know what to say at first. She figured this was what he ended up telling Weiss that the Heiress refused to share during his spar with Qrow, but why tell her that in the first place?

"Everyone makes mistakes," she reasoned. "I'm sorry that happened to your sister, but he still sacrificed himself to save our lives. If he didn't fight Adam, I don't think I'd be here right now."

Sun snorted in response.

"Either way, he better steer clear of her when she gets here, because she's on my team now."

"Wait, aren't you enrolled at Haven?"

"Yeah, but two of my team got hurt in our last mission and can't compete. Since Ari and Cyan are short two as well, my buddy Neptune and I agreed to compete with them. They should be getting here any day now."

Their conversation was cut short as the roar of a bullhead suddenly came screaming across the docks. They glanced up as the iron craft steadily touched down into a large cleared section, its spotlights searching for any obstacles or security guards. Blake's heart dropped when it landed and the loading ramp came down, revealing a White Fang soldier stepping out into the open. He was followed by three others.

"Oh no..." she said dejectedly.

"Is that them?"

"Yeah... that's them."

"You really didn't think they were behind it, did you."

"No, I knew. I just guess... a part of me was hoping I'd be wrong."

"Hey, what's the hold up?!" barked a familiar voice.

"Torchwick..." Blake growled as the thief stepped out of the bullhead.

"We're not exactly the most inconspicuous bunch of thieves at the moment, SO _why_ don't you animals pick up the pace?"

"Of course he'd be here. He's _not_ getting away this time," Blake declared as she drew Gambol Shroud and jumped down from the roof, ignoring Sun's protest.

She melted into the shadows when she landed, completely disappearing from view. Blake had made it a point to gain a greater mastery over her Semblance when they got back. A good thing too; she wanted to go straight to Torchwick without having to fight through her former comrades. It didn't help much when the sun was still up or if any excessive lights were nearby, but under the cover of night? She became nigh invisible. This became apparent when she reappeared behind Torchwick, resting a sharpened edge of her blade against his neck.

"What the-"

"Make one move and I'm slicing your throat open."

"Oh for fucks sake..."

The White Fang soldiers all drew their weapons at the new arrival, steadily advancing on the pair. Blake pressed harder against his neck in response.

"Nobody move," she commanded, forcing them to stop.

"Whoa whoa, easy there little lady," Torchwick replied with amusement.

Blake ignored him and, with her free hand, pulled the ribbon on her head free to reveal her ears to her fellow Faunus.

"Brothers of the White Fang," she called to them. "Why are you aiding this scum?!"

They hesitated for a moment, a seed of doubt planted in their minds by a girl who claimed to be one of their own.

"I'm afraid you didn't get the memo, sweetheart. You see, the White Fang and I have signed onto a joint business venture together," Torchwick explained with a smirk.

"Talk, or I'll put a permanent end to your little operation."

"I wouldn't exactly call it a _little_ operation."

They looked up at the screaming of engines as three more bullheads soared overhead, tow cables dropping along with a multiple White Fang soldiers as they set to work hooking up onto the cargo containers. Capitalizing on her distraction, Torchwick pointed his cane at her feet and pulled its trigger, blasting Blake away with an explosive flare.

"Focus on the Dust, I'll take care of her," ordered Torchwick, the White Fang setting to work with the closest container.

Blake rolled to her feet as she landed, the flare merely disorienting her rather than causing any damage. She hardly grasped her bearings when a second flare came roaring towards her. She vaulted backwards as Torchwick unloaded the entire clip of Melodic Cudgel, its blasts detonating with the force of dynamite as they blew craters into the concrete. Unable to advance forward through the oncoming firepower, Blake retreated into the shadows.

"Here kitty kitty kitty..." grumbled Torchwick as he strode forward.

He didn't get very far as a banana peel landed on his face. Growling, he threw it aside to find Sun falling towards him. The teen landed on his face feet first and with a laugh, flipped forwards with an acrobatic display. He turned to face the thief, grabbing his own weapon from behind his jacket; a dark red collapsible bo staff with golden detailing.

"Leave her alone," he declared with a flourish.

A squad of White Fang jumped down from the airborne bullheads, brandishing blades, rifles, and maces. Torchwick huffed as he faced down the blonde faunus.

"You're not exactly the brightest banana in the bunch, are ya kid."

The soldiers with melee weapons rushed forward. Sun met them head on, spinning his staff in an elaborate display of blocks and parries. A hard strike to the chest sent one of the soldiers flying over the others. Sun smoothly rolled into a second strike to a soldier coming up from behind him. A quick smack to the ground sent out a golden shockwave, knocking three more down with a stunner. Sun rolled on his shoulders as he returned to his feet, knocking aside two more unfortunates. He flipped over another soldier and vaulted off of him with a stomp to his shoulder blades and a cheery laugh. Ah the adrenaline rush of battle; he reveled in it. With their comrades lying incapacitated on the ground, the remaining soldiers opened fire with their rifles. The agile teen flipped through the volley of plasma blasts, occasionally blocking them with a spin of his staff.

Blake chose that moment to rejoin the fray now that Torchwick had stopped chasing her. Gambol Shroud swung forward in its scythe form, the ribbon pulling tight and sending the firing squad to the ground. As they recovered, she jumped from her perch atop a shipping crate, sending a heeled boot into the back of a soldier. Vaulting off of him, she sent a second kick to the man beside him, knocking them both out. Gambol Shroud back in hand, she engaged the remaining five, careful to use only the flats of her blade and sheathe to avoid killing any of them. They might be enemies now, but she still called them family.

Torchwick huffed as a soldier was sent tumbling over his head. Bringing his cane to bear, he fired another whistling flare, this time at Sun. The blonde blocked it was a flourish from his staff, with Blake jumping in between them through the smoke.

"He's mine!" she announced as she rushed forward with her Semblance.

Borrowing some inspiration from her incapacitated teammate, she loaded a lightning dust crystal into Gambol Shroud's hilt. Blue tendrils danced menacingly across the blade.

It clanged loudly against Melodic Cudgel, the two combatants locking in a furious exchange of blows. Blake made liberal use of her clones, striking out furiously at the thief in wide arcs that left trails of sparks in her wake. The extra danger put Torchwick on his toes. He winced as the blue-white electricity lashed out at him, and prolonged contact with the deadly blade sent uncomfortable stings into his hand. Still, he had his own Semblance to bank on, an unusual type that led to his great success in thieving; good fortune. The man had been incredibly lucky throughout his life. Considering he never discovered any different powers when growing up, he deduced that Lady Luck literally sat on his shoulder. And what better boon for a thief such as he?

Torchwick chuckled as he caught the blade in the hook of his cane, sending Blake stumbling off balance. He struck her several times, first in the chest, then in the back of her head as he bludgeoned her with no small amount of joy. A final punch to the jaw sent her flying backwards.

Sun jumped in to take her place, jumping over her and sending a spinning side kick into Torchwick's face. His staff broke apart into a pair of nunchaku or to be more accurate, gunchaku, which he affectionately named Ruyi Bang and Jingu Bang. He skillfully attacked with a barrage of strikes, occasionally pulling a hidden trigger in the weapons to fire off a shotgun round. Torchwick met him blow for blow, swinging his cane in a similar manner and deflecting each shot. Sun upped his assault in response, until his weapons rang with the staccato of rapid fire, but Torchwick kept pace with ease. The thief laughed when he heard the click of an empty chamber and smacked Sun across the jaw with the foot of his cane. Blake took advantage of the break in combat and charged forward, slicing hard with her own blade as it screamed with lightning, and scored a hit on his chest.

Torchwick was knocked back by the force, his aura shielding him from any serious damage. Sliding along the ground on his back, he looked up and spotted a shipping container suspended above the two faunus by the cables of a crane. Without hesitation, he fired a flare that impacted on the head of the machinery. The snapping of cables drew Blake and Sun's attentions upwards as the crate came falling down upon them, forcing them to retreat to safety. Torchwick laughed as they gathered their bearings, not noticing the red blur rocketing towards him.

Ruby arrived with a flurry of rose petals and a vicious kick to the temple, sending him tumbling head over heels into a shipping crate, the metal bending inward as he made contact.

"You guys ok?" she asked as she drew Crescent Rose, planting its blade into the ground with spin. Her eyes glowed with an angry silver light.

"Ruby? What are you doing here?" Blake asked with surprise.

"We've been searching for you all day," her leader answered. "I saw the explosions and came running."

"Ruby leave, this isn't-"

"Blake, we're a team," she cut her off. "Which means your battles are our battles. That's what friends do; I'm not leaving you."

Blake caught herself before she could retort, then smiled.

"Thanks Ruby."

The young guardian smiled back to her, then turned her attention back to Torchwick as he pulled himself out of the ruined crate with a groan.

"Well hello again Red, isn't it past your bedtime?" he asked her as he brushed himself off.

Penny came up walking behind her.

"Ruby are these your friends?" she asked.

"Penny get back," Ruby told her, taking her eyes off of her enemy.

Torchwick took advantage of the distraction and fired a flare at her. Ruby yelped in surprise as the blast connected, sending her sprawling onto her back and her scythe skidding away. Penny narrowed her eyes at the sight of her friend getting hurt and stepped confidently in between them. Concern came over Ruby's face when she realized what she was doing.

"Penny wait, stop!"

"Don't worry Ruby," she assured her. "I'm combat ready!"

A hidden, mechanical backpack that blended in with her dress suddenly opened up and an array of gray and jade swords emerged, floating around their owner as if they had a mind of their own. She smiled as a squad of White Fang rushed her. With a wave of her hands, the blades lashed forward with blinding speed, knocking aside the first few men. Ruby watched in awe as Penny commanded them with complete mastery, not unlike the telekinesis Professor Goodwitch was famous for. The swords spun in perfect synchronization, stacking upon each other then lashing back out, pinning a soldier to a shipping crate. They rushed back towards their owner as two more White Fang closed in. Penny flipped away from them, her swords corkscrewing around her and catching the unprepared soldiers in a deadly upward slash. As she landed, Penny swung her arm back, the blades obeying her command and swinging backwards with it. With the hilts arranged in a circle, she swung her hand forward, her weaponry spinning like a disk and barreling through the remaining White Fang.

Sun whistled with appreciation at her skill, but his awe was broken as he heard the roaring of approaching bullheads.

"We got incoming!" he yelled, prompting Blake and Ruby to duck for cover.

Penny stood her ground, facing the aircraft as their rotary guns spun up. Streams of bullets erupted from their barrels and gouged a trail along the docks, their pilots sighting in solely on Penny. Her swords returned to protect her with a spinning shield of steel. Sparks flew as the blades blocked high caliber rounds with ease. Two more blades emerged from her pack and flew backwards, embedding themselves into a warehouse door. It was at that moment that Ruby noticed the glint of a steel wire connecting these new swords to the interior of her pack.

Penny smiled as the lines pulled tight, reeling themselves back in and pulling her to safety. She took a knee as she landed and thrust both hands forward. The remaining swords pointed their tips towards the oncoming bullheads and as one, rotated at high speed. A ball of green energy formed at the center, inches away from Penny's outstretched hands. A low, electrical hum grew louder as the blast charged. When she was satisfied with the amount of stored energy, Penny pulled her hands back with clenched fists at her sides. Leaning forward, she thrust them out a second time, sending an emerald energy blast roaring forward. The beam fractured from its firing point into three smaller streams, carving the bullheads in two.

Ruby and her friends watched with wide eyes as the pieces tumbled harmlessly into the water. A final airborne bullhead with a crate hanging by its tow cables tried to retreat, but Penny was quick to send her blades into its hull; their wires rung with a counter pressure. Like a puppeteer with her marionette, Penny walked backwards with ease, dragging the bullhead with her. The engines strained against her, but she held fast with an inhuman strength.

"How is she doing that?" Ruby asked aloud. Neither Blake nor Sun had an answer for her.

Penny grit her teeth with the strain then, with one final yank, brought the bullhead crashing down into the docks in a fiery explosion, careful not to hit any of the surrounding crates. Torchwick swore under his breath as he retreated to his own bullhead, jumping up towards the open hatch as the craft hovered in midair. Looks like he was leaving with a much smaller haul than planned.

"These kids just keep getting weirder," he mumbled as he pulled the hatch closed with his cane.

The pilot wasted no time in retreating before Penny could close the distance. It and one other craft disappeared into the night sky, each with a cargo container swinging below.

It was about an hour later when Yang and Weiss arrived to find their friends plus Sun sitting on wooden crates and waiting in police custody. Wanting to send a message to the authorities with Sun, Blake chose not to put her bow back on. Any White Fang that failed to escape were being hauled away in cuffs to the cruisers, with several officers praising the young hunters personally for stopping a major robbery. Ruby jumped up as they approached, already with an explanation for the Heiress.

"Look Weiss, it's not what you think. Blake and Sun were here first and they fought off Torchwick and his goons!"

Weiss pushed past her without a word, facing Blake directly.

"Do you have any idea how long we've been searching for you?" she asked.

"Huh?" Blake responded with confusion.

"Twelve hours," she continued and stepped closer. "And in that twelve hours, I decided that I don't care."

"You... don't care?"

"You said that you're not one of them anymore, right?" she asked her seriously.

Blake nodded quickly, then stiffened when Weiss rushed forward with a hug, surprising everyone present. Weiss was quick about it though, and promptly released the shocked faunus.

"I'm sorry I treated you the way I did, I... I got scared... I just don't want to lose anyone else," she admitted. "Just... next time something this big happens, like trying to take on a hundred White Fang on your own, you come to us and not some..." she glanced towards Sun and caught the derogatory comment on her tongue. "Someone else. Ok?"

Blake quickly wiped away a tear that threatened to fall.

"Of course," she answered, her voice breaking.

"Yeah! Team RRWBY is back together! Well... almost," said Ruby, catching herself.

"Soon," Yang reassured her.

Weiss then rounded on Sun.

"I'm still not sure how I feel about you," she told him as she pointed her finger at his face, earning a nervous chuckle from the monkey faunus.

"Hold on, what happened to Penny?" Ruby asked as she looked around. The endearing girl had vanished.

In a black car with completely tinted windows, Penny looked out through the back window forlornly, wishing she could stay with her new friends. She sighed as she let her head droop.

"You should know better than to run around in a strange city," lectured the driver.

"I know sir."

"Penny... your time will come. It's just not now."

* * *

It was early in the morning by the time Ruby and her friends made it back to Beacon. A quick chat with Ozpin at the police station delayed them, mostly a lecture about trying to take the law into their own hands but there had also been plenty of praise as well. It also became known to them all that Sun, as a visiting student from Mistral, would be staying at Beacon until the conclusion of the Vytal Festival, a fact that seemed to greatly please Blake. Telling her team that she would be back soon, the young guardian hurried away.

It was a simple task to sneak through to the medical wing. The teachers and faculty never really patrolled this side after hours and Professor Peach, who was also the head nurse, had become so accustomed to Ruby being around, she knew she wouldn't mind such a late night visit. All the same, she made sure to tip-toe her way down the hall and slid open the door to Raine's room with the greatest of care. She finally let out her breath when the door sat shut with a gentle click.

The room was dark save for the blinking of hospital machinery and the gentle light of the moon glowing through an open window. A light breeze rolled through, giving the room a slight but pleasant chill. She smiled; Raine seemed so peaceful, despite everything that happened to put him there in the first place. Sighing, she took her usual seat, though this time she also took his hand in both of hers. Strange; it was really warm.

"Hey Raine, sorry I left so suddenly Friday. Yang came in and carried me out; the gang felt I needed to get some fresh air and to stop worrying myself so much. I don't worry _that_ much do I? I mean... it's a leader's responsibility to make sure her team is ok, right?" she laughed to herself, wondering if that was the real reason for why she was always around so much.

"Things came to a head between Weiss and Blake. I thought the team was done for when Blake suddenly disappeared for a couple days. It turned out she was with another Faunus we ran into on Friday; a monkey guy named Sun Wukong. He's pretty cool, and really good with a bo staff. Oh! He's got gunchucks, how cool is that?! We also met a girl named Penny. She's... odd, but she means really well. And you should have seen her fight! She can shoot lasers from her hands! Oh, speaking of fights, we stopped Torchwick and a bunch of White Fang from stealing tons of Dust. Well, mostly Blake and Sun did, they were there first, but Penny and I showed up too. We kicked major butt!"

She giggled for a moment, then her melancholy returned as she closed her eyes.

"You're missing out on so much. We miss you. _I_ miss you. I hope you wake up soon; nothing is the same without you."

"Damn, I must have been out for awhile. How much did I really miss?"

Ruby froze, her heart skipping a beat as a familiar, though raspy, voice broke the silence in the room. Slowly, as if any sudden movements might shatter this dream, she raised her head and opened her eyes. There, staring back at her, were the same, familiar silver orbs she had grown so affectionate towards. Her lips trembled as a surge of emotions flooded through her.

"Hey Red, long time no see."

She pounced on him, clutching his hospital gown so tightly her knuckles turned white. Ruby buried her face into his chest as tears streamed down her face.

"You're... you're back. You're finally back," she choked out.

"Technically I never went anywhere," he tried to joke.

"Idiot!" she cried as she pounded on him with a fist. "I thought you _died_! You've been out for _weeks_! I watched as Adam held you skewered on a sword!"

Raine wrapped comforting arms around her as she bawled her eyes out, rocking her as he tried to calm her down.

"Ruby, I'm sorry. I'm so sorry..." he whispered to her, his own eyes watering. "I did it because I couldn't bear the thought of him hurting my team; of hurting you. I was ready to die if it meant you would be safe. And I would do it all over again."

"I don't care..." she whispered as she shuddered in his embrace. "You scared me half to death. When I saw you like that I... I lost it. I don't care if you're fighting an entire army, don't you ever do that to me _ever_ again. I almost lost you. I don't want to lose you. I _can't..._ lose you." She clutched him tighter as she choked out the words.

"Promise me..." she murmured.

Raine didn't answer her right away. Instead, he gently cupped her by the cheek and raised her chin to face him. Confusion danced in her puffy, tear stricken eyes as his own gazed down upon her. Then, ever so softly, he pressed his lips to hers. Ruby's eyes shot open in shock. Warm. So warm. She melted into him as the contact she so desperately wanted finally overtook her. Silver irises fluttered closed. Sparks shot down her spine as her nerves overloaded; her heart swelled, her stomach fluttering happily with a gymnastics routine. Complete bliss.

Raine doubted words be enough, so he did the next thing that came to mind. It seemed like the easiest way he could express his feelings. It was how he _wanted_ to express his feelings. At least she wasn't pulling away, which was a relief. If he was being honest with himself, he'd admit he wanted to do this for months. He shivered in delight. Now if only it didn't take a near-death experience for him to work up the courage to actually do it. And they were so soft. He vaguely picked up on the taste of strawberries. Of course, all good things would eventually have to end, and to her great disappointment he broke the kiss.

"I love you, Ruby Rose."

They lay there staring at each other, Ruby's mind trying to fully process what had just happened. Seconds ticked on into minutes, and suddenly Raine was becoming extremely anxious. He blushed furiously as he turned his head away.

"Come on Rubes, give me a sign. You're scaring me here."

The pleading tone of his voice broke her out of her stupor. Giggling, she gently forced him to face her again and planted a kiss of her own, this time returning his feelings in full.

"How's that for a sign," she taunted as she pressed her forehead to his. "I love you too, Raine Zaffre."

They lay there in silence, relishing each others company. Time held no meaning here, not really. Ruby drifted off, at last able to rest for the first time in weeks. Raine had his full share of sleeping to last a decade, so instead he immersed himself in Ruby; her deep breaths, the warmth of her body pressed to his, the steady beat of her heart; it was a little piece of Heaven. A part of him thought he really was dead; that part of him would be lying. Hours slowly crept by, until the first rays of morning sunlight peeked through the open window.

Ruby hesitantly roused from sleep as one particular beam rested on her eyes. She grumbled in protest; she was having the most perfect dream too. Still, it was the best sleep she had for as long as she could remember. Yawning cutely, she pushed herself up from the warm, firm chest she was using as a pillow. Wait. Chest? She looked up in bewilderment. Raine smirked down at her.

"What's wrong? You look like you've seen a ghost. I'm hurt, Ruby. I really am."

"So... last night wasn't a dream after all?" she asked hesitantly as the memory rushed back to her. "Oh thank goodness." She embraced him once more.

A thought came to her.

"So does this mean we're a couple now?"

"Yeah, it looks like it."

"Good," she sighed in content. "You know what this means; you jump, I jump. Right?"

Raine chuckled. "Right."

A mischievous smile grew on Ruby's face.

"How should we break the news to Yang?"

Amusement flooded through her when she felt him stiffen.

"Oh crapbaskets."

* * *

 **A/N: I was listening to Wings from the Vol. 01 soundtrack as I was writing that last scene, hence the title of the chapter. Fitting way to end the volume 1 section of this story before we ramp up into the action of Vol. 02. Big thank you to everyone that has stuck with the show this far, I hope you enjoyed this chapter as much as I enjoyed writing it.**


	13. New Arrivals

**A/N: Shout out to Zela for helping me catch those pesky typos! You're the real MVP. And I am very happy and honored that my story is able to help you like that. Don't worry, things will get better and best of luck with your senior year. So here's chapter 13!**

 **To Marshmallow: Genetics is something I may get into later down the road. Considering how much information on the Guardians is lost, it's unlikely that area will be explored anytime soon. Good points though and definitely worth considering.**

 **Disclaimer: Nope, still don't own anything RWBY. My OCs are mine, but that's about it.**

* * *

It was an early rise for the City of Vale, with citizens quick to set to work as soon as the sun had risen. The fast approaching Vytal Festival had the city working in a frenzy to prepare, much to the discomfort of a pair of two, young hunters in training. Well, one really; he didn't quite take well to all the crowds and noise while the other looked around her in childish awe.

He was tall for his age; a solid 6'7 and easily a head taller than his female companion, and built like a train. Messy light blue locks with several streaks of silver fell over his sea-green eyes, his burly physique hidden from view by a large, black leather long coat and dressed with a form fitting, reinforced leather bodysuit of the same color. Stitched into the back of his coat, with white thread, was a large claw mark that bore a similarity to the White Fang's sigil, but without the wolf head. The coat's long sleeves almost completely obscured his leather, brown gloved hands. Upon his right hand was a gauntlet with retractable claws. Sturdy combat boots dressed his feet.

His companion could probably be considered a polar opposite; a petite thing in comparison who only stood about 5'5. She had long, blonde hair tied back into braids that reach the middle of her back. Soft, sky blue eyes drank in every inch of such a foreign city. Her face was fair with a kiss of bronze and unblemished, with a slightly round chin and jaw, and she wore a light layer of blush and eye shadow for makeup. Her lips were a bright red in color. Her figure was lithe with a hint of muscle definition, belying flexibility and dexterity over power. Hanging from her earlobes were golden earrings shaped like teardrops. Draping her figure is a short, brown vest and red tube-top, cut short to show off her midriff and gold belly button stud. Brown leather shorts hugged her legs, with a studded belt around her waist. Open toed wedge sandals with straps wrapping around up to her mid calf clicked with each step. Bandages wrapped around her arms from elbow to wrist; upon each she wore a golden bracelet with intricate snake designs. Finally, a long prehensile tail with golden fur swung lazily behind her. Thanks to her companion, any would-be hecklers were easily warded off.

"There's a lot more people here than I expected," he grumbled with annoyance.

"Come on Cyan, it's the Vytal Festival. You can't expect people to stay hidden indoors."

"The festival isn't for another two weeks though."

"Which means we have plenty of time to get out and explore the city."

"At this hour?"

"It's only nine you lazy ass."

He let out a long yawn.

"Yeah, my day doesn't start till noon."

She shook her head and huffed.

"Whatever."

"Where are we even going anyway?"

"There was this place I saw in my dream that we gotta check out. It can't wait either."

He scoffed.

"Seriously Ari? We're going off of a dream about a place that might or might not even exist? Do you even have a name for it?"

"Hey, I'm not usually wrong. Besides I'll know we're there when we get there. Just trust me."

Cyan muttered a comment about women under his breath. If Arianna heard him, she didn't show it. The girl had all but jumped him in his sleep this morning, spouting on about something important happening today and that he had to "get up right now." She had been having these visions, usually in her sleep, for some time now. Sometimes she was right, sometimes she wasn't. If this happened to be the latter, he was marching straight back to bed without a second thought. His musings ceased when she stopped in front of classy styled store.

"Tukson's Book Trade?" he asked her skeptically.

"This is the place," she told him as she went inside.

The interior of the bookshop was dimly lit despite the warm lighting. Countless books lined shelves along the walls and across many stands arranged in rows. Comic books, novels, textbooks, picture books, magazines, you name it, it was there. Cyan strolled over to one of the shelves and looked through a collection of manga; a comic book style that originated in Mistral. He picked up one titled Death Note and leafed through a couple pages and pretty soon, he was fully engrossed.

Arianna made her way to the front desk and rang the bell, eager to talk to the owner.

"Be right there!" came a deep voice from in the backroom.

Pushing the swinging door open with his back came a burly, middle aged man carrying a stack of books in each arm. He was muscular, with his hair cleanly cut and bold sideburns framing his face. He wore the same style of clothing as many others in Vale; a simple beige shirt with black accents and a high collar, the sleeves cut short to show hairy, muscled arms.

"Welcome to Tukson's Book Trade, home to every book under the sun. How may I help you this morning?"

"It's nice to see a Faunus running a shop in this part of the world. We're not too welcome here are we?" Arianna told him with a smile.

Tukson stiffened initially at the Faunus comment, but quickly relaxed when he noticed the tail she had swinging behind her. He chuckled in amusement.

"And what, young lady, gave me away?" he asked with mirth.

"The claws," she answered with a smile.

He laughed out loud, a booming sound that filled the entire shop.

"Very perceptive of you. Most don't notice when they're retracted."

"What can I say? I have an eye for detail. Anyway, I was wondering if you had any books on history, specifically for ancient civilizations and old legends."

"Do you know which time period or culture you were looking for specifically or just in general?"

"Specifically the forgotten kingdom on the northern continent. It's for a school project at Beacon."

"A huntress?" he asked with surprise. "Forgive me, but you don't really look the part."

She giggled at his confusion.

"I'm still a girl you know, and girls like to dress pretty every now and then."

"Ah you got me there, but back to business; the book you're looking for is pretty uncommon. Let me check the back to see if we still have it in stock."

"Take your time," she assured him.

When he disappeared behind the storeroom door, Arianna quickly made her way to the front of the store and peered out the window. Down the street a couple blocks away walked another odd pair, odd for the common citizens of Vale at least. Two teenagers, and both walked with the poise of trained warriors.

"I gotta admit Ari, at first I thought this was going to be another wild goose chase, but this is pretty important. I'm definitely starting this series," remarked Cyan as he grabbed the other volumes.

"That's not why we're here and you know it," she told him, suddenly serious.

"Damn, and here I thought today was going to be an easy day."

"If all goes smoothly, it will be."

She quickly palmed the lights, bringing them down to almost off. A second swipe dimmed the windows themselves, tinting them enough to cloak them from view on the outside. Finally, she flipped the "open" sign to "closed." It was at that moment when Tukson returned from his storeroom.

"You're in luck, I have one more... copy."

He trailed off, a large and worn book with a leather bound cover in his hands. Tukson immediately went on edge when both occupants made their way towards him. Subconsciously, he tensed his muscles, ready to fight for his life if need be, though outwardly he remained calm.

"Tukson, I'm going to cut straight to the point. We're not just here for some books," explained Arianna.

"I would still like this manga series though," chimed in Cyan as he laid out all twelve volumes of Death Note on the sales counter.

"Then what _are_ you here for," Tukson asked guardedly.

"Right now there are two individuals making their way to this shop; a boy with silver hair and a girl with jade hair. They are assassins sent to kill you."

Tukson's pulse spiked.

"I don't know what you're talking about," he tried to deny.

She shook her head.

"I'm not here to hurt you but to help you."

"How am I supposed to know you're not lying?"

She tapped her temple with her index finger.

"My Semblance is Foresight. Every now and then I get visions of the future. Sometimes they become true, sometimes they don't, but this one I decided to act upon. These two hunters entered this store today and after exchanging brief words with you, they killed you."

Her explanation was interrupted when a loud knock came at the door. They could see a pair of silhouettes waiting outside.

"That would be them," muttered Cyan, his right hand flexing underneath the gauntlet.

Tukson relented.

"Fine, but what am I supposed to do? If they're already here then I'm out of time and it's too late to book a flight."

It was then Arianna slid to him a stack of Lien cards totaling around ten thousand. His eyes went wide at the excessive sum.

"I can't just-"

"Take it," she insisted. "I might still be a student but I still go on regular missions. That won't put a dent in my finances in the least. Take this and get on the first flight out of here to Vacuo. Head to the Dead Cat Inn and tell them Ari sent you to get away. They help any runners that fall into their hands."

Tukson tightened his jaw then nodded when the knocking came again, louder this time.

"I don't know how I can repay you properly. At the very least, take the books, and I'll never forget this."

He quickly loaded them all into a bag and handed it to Cyan.

"Thank us with a postcard from Vacuo," Cyan told him as he took the bag. "Go out the back and keep moving. Don't bring attention to yourself, just walk as if you had nothing to worry about. We'll follow you for a couple blocks just in case those two decide to look for you."

"Then let's go now, before they get suspicious," Tukson told them as he motioned them behind the counter.

He led them into the backroom, a clutter of more books as well as shipping boxes with brand new copies for stocking and mail orders. Tukson quickly ran upstairs, motioning for the two to wait for a moment. He came back seconds later with a large duffel bag slung over his shoulder.

"You knew they were coming?" asked Cyan with a raised brow.

"I knew they would come at some point. The White Fang don't react very well when people leave. I guess I just waited too long. Let's get out of here."

The trio quickly went out the backdoor and into a dirty alleyway. With a brisk pace, they hung left and made their way back to the open road. Cyan and Arianna chose to both lead and trail Tukson, keeping him in the middle out of habit from escort missions they would do back home. They had made it halfway when the pair they were trying to avoid rounded the corner and blocked their path.

The girl had stepped forward first. Her jade hair was cut straight along the bangs and fringe, and a pair of long locks fell behind her on each side of her head. She was dark skinned, a mocha in tone, with sharp, red eyes. An intricate white top dressed her, though "dressed" would be a light term considering the top was more of an intricate vest of cloth bands that wrapped around her shoulders and neck. On its back was a stitched emblem of a multifaceted gem in black thread. A short, low-cut olive undershirt cradled her bust and fully exposed her midriff. A pair of dark green armbands with multiple rings for her fingers dressed her forearms, with similar colored strands of beads wrapped around her left. Bronze rings are worn on each index finger. White trousers hugged her hips, further accented by dark brown, leather chaps that fell down to her calves, and an overlong belt hung over her waist, wrapped twice around. Hanging from it in the back were a pair of bladed revolvers. Her high heeled black shoes clicked upon the dirty asphalt.

Her companion stood a few inches taller than her, with steel-gray hair that hung in parted bangs and swept back in smooth spikes. Equally steel colored eyes watched their adversaries with hidden amusement. A slate-gray and black two-tone partial zip jacket covered his upper body. Armored rerebraces and vambraces covered his arms. Black trousers with steel stripes going down the legs and heavy, black boots with what appeared to be silver rounds strapped around the ankles completed his intimidating look.

"Well isn't this a surprise. I didn't expect you to have help, Tukson," the girl said smoothly.

"Turn around and go, do not look back," Cyan said under his breath to the nervous Faunus.

Tukson nodded and hurried back down the opposite end of the alley.

"I have nothing against a pair of hunters making a living in this world, but I'm afraid our mutual friend is a bit preoccupied at the moment. So how about you just turn around and go back the way you came," Cyan told them as he dropped his bag.

"Sorry," spoke the steel colored teen. "Our employer paid us for a job and we intend to deliver."

He rushed forward in a burst of speed, but Cyan was already moving to intercept while Arianna remained in place, calmly observing. He reared his fist back, his gauntlet activating on his command as a trio of sharp, jagged claws emerged from within; electricity sparked across the blades. His opponent met his punch with a block with one of his legs; a bad idea as it turned out. Not only did Cyan's punch create a shockwave that sent him flying backwards into a dumpster, but the claws had also ripped into his pant leg, revealing the glint of a robotic prosthetic.

"You know, if your first instinct wasn't to meet a bladed weapon with a bare limb, maybe you wouldn't have lost that leg in the first place," Cyan remarked coolly.

"Really? Let's see you continue that snark when I cave your face in," the teen replied with venom, only to be stopped in his advance by the girl.

"No, we're not here to fight them and cause a scene," she told him sternly. She then turned to the pair that interfered with their job.

"Fine, we'll leave, but Tukson is a marked man. We won't be the last."

The jadette promptly turned on her heel, dragging her complaining companion with her. Arianna and Cyan remained in place and on guard, until the two assassins disappeared around the same corner from which they came. Only then did they relax.

"I get the feeling this won't be the last time we'll see them," Cyan remarked as his claws retracted.

"Ah well, it's not like we'll be alone anyway," Ari shrugged in response.

"Speaking of which, do you think we'll run into him while we're here?"

"I _know_ we'll run into him while we're here."

* * *

To say he was hungry would be the ultimate understatement. After a quick check up with Professor Peach, Raine was released with a clean bill of health early that morning. Naturally, after blowing past his shocked team with his sudden awakening, he immediately grabbed his uniform, washed down with a record setting shower, dressed, and made a beeline for the cafeteria. He had already set into his third plate when the girls finally arrived.

Raine viciously carved into a massive stack of pancakes, having inadvertently gotten caught up in a contest with Nora when Team JNPR joined them. The swordsman and the hammer maiden were arguably evenly matched as they shoved ungodly amounts of breakfast food down their gullets. While Ruby, Yang, Jaune and even Pyrrha looked on in amusement, Blake, Weiss and Ren had to do everything they could to keep from upchucking their own breakfast at the disgusting display. The constant shower of crumbs, syrup, and the occasional splash of spittle certainly didn't help matters.

The two gluttons let out a loud, simultaneous burp that rocked the table, their bellies comically distended.

"Ah man... I am _not_ pooping tonight," Raine sighed with content as an idle hand pat his stomach, earning a shudder from Weiss.

"My organs have failed," groaned Nora, face down in a greasy plate. "It's a massive... internal failure. Abort mission... need... emergency syrup."

"You two are absolutely disgusting," said an appalled Weiss.

"Shut up princess, I literally just came back from the dead. I have three weeks of meals to make up for."

"All in one hit?!"

"Gotta start somewhere."

"I have to admit, for having been knocked out of commission for almost a month, you're handling it pretty well," remarked Ren.

"See? What did I tell ya? I knew Blue would bounce back 100%," Yang declared happily.

Raine shrugged in response.

"I'm alive, all of my body parts are still attached, and I'm fairly certain all of my innards are still there as well. That's a good day to me."

"Wait, what's a bad day?" asked Jaune with a bewildered look.

"Yes Raine, what would be considered a bad day for you?" added Yang, her voice gaining a menacingly sweet tone.

Raine gulped, a shiver going down his spine.

"What- what's that supposed to mean?"

"Well you see, I woke up early this morning and, to my surprise, I found that Ruby wasn't in her bed," Yang decided to explain.

Ruby's complexion went to a shade of pale that would make even Weiss proud. Raine started wringing his hands nervously; he could already tell which direction this was going. As for their friends, well... everyone was interested in what the blonde firecracker had to say.

"So I threw on some clothes and decided to head down to the medical wing. After all, where else would she be at this hour? And lo and behold, imagine what I found when I got there?"

She pulled out her scroll and pressed play on a recording. Everyone gathered around tight to get a good look at Raine and Ruby's confession in the moonlight. Blake covered her mouth as she tried to hide a smile. It was almost like a scene out of one of her romance books. Weiss frowned disapprovingly but chose not to comment. She would rather not give a voice to the pang of jealousy she felt. Jaune had fake tears running down his eyes as he bowed in Raine's honor.

"You are a greater man than I!" he said with worship. "I am not worthy to be in your presence!"

"Wow, talk about making up for lost time," remarked Ren. "I am happy for you two."

"I agree, I think you'll make a great couple," Pyrrha agreed with a smile.

"Gee thanks guys..." Ruby replied with her face flushed a deep red, a hand sheepishly rubbing the back of her head.

"Wait, so Ruby is red and Raine is blue... does that mean we'll have purple chibis running around?" asked Nora.

"Nora!" the new couple cried out mortified.

"Raine..." continued Yang as she put the scroll away, her knuckles cracking together. "I'm giving you a five second head start."

All he could do was gulp nervously as her aura flared.

* * *

"So then we were fighting side by side, and she was super fast, and I threw a banana at a guy which sounds gross, but was awesome!" Sun animatedly explained to his friend as they walked towards the cafeteria.

That friend was Neptune Vasilias, his quintessential partner in crime. He sported a dark red jacket with a wide, upturned, black collar. Beneath that was a white, collared shirt and black tie. A pair of yellow goggles lay strapped to his forehead, resting underneath the bangs of messy, blue hair that's shaved with a fade along his sideburns and the back of his head. Strapped to his back was an advanced plasma rifle, and beneath that his jacket displays a silver reticle. Black fingerless gloves protected his hands, and gray jeans with armored padding dressed his legs. He wore black combat boots with straps instead of laces.

"Nice," Neptune praised at his buddy's story.

"And the best part about all of this? She's a Faunus. But that's a secret."

"Got it."

"And I'm not talking about a 'I'ma go tell Ari the second Sun turns his back' secret, I mean a _secret_ secret."

"It's alright bro, chill out. I got it. I _got_ it."

"You better."

Neptune snorted in response.

"I just don't wanna screw this up, ok? The people here are the coolest! No offense to you guys."

"None taken."

They came up to the front entrance of the cafeteria.

"Ok, they're just in here. I'm super excited for you to meet them, so be cool ok? You're gonna be cool right?"

"Dude..." Neptune assured him with no small amount of pride, arms crossed and stance cocked to one side, a glittering smile adorning his face; he radiated coolness.

"Point taken," Sun relented as he reached out for a knob of the double doors.

The pair were knocked back however when the door violently swung open into them with a shower of splinters. Sun and Neptune looked on in bewilderment as the terrified form of Raine Zaffre burst through and rolled along the ground, an irate Yang chasing after him.

"Can't we talk about this?!" pleaded the teen as he jumped out of the way of another earth shattering punch.

"Sure, after I pound your skull in for touching my sister!"

"Come on! All we did was kiss!"

"Yang, please stop it's not his fault!" begged Ruby as she ran out of the cafeteria, her friends in hot pursuit as they completely ignored the two teens sitting on the ground.

"Wait... I thought Raine was unconscious?" Sun asked no one in particular.

"Oh, so _that's_ the Raine you told me about," mused Neptune. "Wanna go after them?"

"You know it!"

They gave chase to the group.

Raine was shitting himself. How did he not notice Yang spying on them?! She wasn't the most stealthy of individuals and yet she managed to record the entire thing! The hair on the back of his neck stood on end as the heat from a blast courtesy of Ember Celica grazed his ear. Perfect. He wakes up from near death only to die again. And why weren't any of his friends helping him?!

The courtyard was turning into a warzone if all of the craters were any indication. He jumped out of the way of another punch as Yang's fist sailed into the memorial statue. Surprisingly enough, it holds fast against her with a bell-like ring. She hisses in pain and shakes her fist, just as bewildered at its sturdiness as Raine was.

"Look I know you're angry but can you _not_ wreck half the school?" he asked her, making a point to stay a fair distance away from her.

"If you just let me get one good punch in, I won't have to," she retorted.

"And get knocked into another coma? No thank you!"

She lunged at him once more, though instead of running, he quickly knocked the punch down into the ground. As a counter, he reared the opposite hand back and thrust it forward with a palm strike to her chest, sending her stumbling back.

"Oh to hell with it, I'll just consider this post-trauma reconditioning training."

He bolted forward, despite not having Tempest at his side, and fell into an exchange of blows with Yang. Oddly enough, this did not upset her. In fact, she started smiling as she returned his assault with gusto. No longer did Ember Celica blast rounds into the surrounding area. In fact, it didn't fire at all as the two friends settled into their spar, much to Ruby's relief as she and her friends caught up.

Yang was openly laughing now as she blocked a kick to her head, which in turn caused Raine to smile. Of course she would rather talk with her fists, that was just how the blonde brawler liked to handle things. He blocked another punch towards his face by thrusting his forearm upwards. Stepping forward, he sent a punch of his own towards her midsection which she deftly countered. Calves banged together with kicks that would shatter a normal person's bones, but to the pair of hunters these were no more uncomfortable than striking a heavy bag. He sent a massive gust of wind to blast her back, but she dug her fists into the ground to keep from being blown away; the act carved deep channels into the earth.

"Whoo hoo! You get him, girlfriend!" cheered Nora.

"Damn, and here I was hoping to see Raine get knocked around a bit," complained Sun, earning him a smack to the back of the head from Blake.

"Knock it off. You want to fight him so badly, wait until the tournament," she told him sternly.

"I wonder how long this will last before Professor Goodwitch shows up?" mused Jaune.

Pyrrha nudged him in the side with her elbow.

"Not long apparently," she whispered.

Everyone parted as an irate Professor Goodwitch marched forward, completely unnoticed by the two warring teenagers. Headmaster Ozpin joined them as well, no small amount of amusement on his face. A wave of her riding crop forcibly separated them, much to their surprise.

"What is the meaning of all this?" she demanded. "Miss Xiao Long, explain to me why my courtyard looks like a firing range for the Atlesian Air Fleet, and Mr. Zaffre, I thought you were unconscious!"

The pair looked around sheepishly at the ruined surroundings. Trees were uprooted, scarred craters littered the ground, pavement was torn asunder, street lamps were bent at odd angles. The only thing still in mint condition was the memorial statue.

"I uh... woke up and thought we should start the semester with a _bang_?" he hesitantly provided.

"I always start off my semesters with a _Yang_!" the blonde added.

Professor Goodwitch's eye started twitching rapidly, a tick mark forming on her forehead at the double pun as she silently waved her crop about to repair the damage. The kids behind her couldn't contain themselves, breaking out into a chorus of laughter. Even Ozpin indulged in a quiet chuckle. Glynda sighed in disdain at the blatant carelessness of her students.

"Let it go," Ozpin reassured her as he placed a hand on her shoulder.

She calmed slightly as Yang and Raine moved to rejoin the group.

"These children are supposed to be the defenders of the world," she argued, though much of her earlier fire had died down.

"And they will be, but for now they're still just children. Let them play the part. It won't be long until that comes to an end." With the last of the carnage patched up, the two teachers took their leave.

As they caught up to their friends, Yang suddenly pulled Raine into a massive bear hug, gaining several pops from his joints.

"It's good to finally have you back, Blue. You treat my baby sister right, you hear?" she said as she released him.

"Wouldn't think of anything less," he answered her with a smile.

"Alright, if you two are done trying to destroy each other," started Weiss, "Can we welcome Raine back into the fold properly before he runs off to stuff his face again?"

"Missed you too, Ice Princess," he replied sarcastically.

Blake perked up.

"That's right, we have a new addition to the gang now and it looks like he brought a friend too."

She motioned the two newcomers forward.

"You kinda look familiar," said Raine as he looked at Sun.

"Yeah, I'm Sun Wukong," he replied levelly.

He then stepped up to Raine and gave him a solid punch to the jaw, shocking the entire group.

"And _that_ was for my sister."

"Sun, what are you doing?!" yelled Ruby.

"Whoa dude, not cool," added Neptune.

Raine massaged and rotated his jaw.

"So you must be Arianna's brother. She always spoke very highly of you, and now I see why."

"I just wanted to get that out of my system first. Consider us even now."

The monkey boy held a out a hand to Raine and pulled him to his feet, the two warriors grasping each other by the wrist.

"Just know I'll give you a proper thrashing when I beat you in the tournament," the blonde challenged.

Raine smirked.

"You're on." He then turned to Neptune. "So you going to introduce us to your buddy?"

"Oh yeah, this is my best friend and teammate from Mistral."

"Hey guys, I'm Neptune," he greeted with a wave.

"Oohhhh! Your hair is even blue-er than our Blue," cooed Nora as she picked at his locks.

"Ok Nora, how about you _don't_ weird out the exchange students on their first day?" grumbled Ren as he pulled her back.

"So Neptune, which school are you from?" asked Weiss with a little smirk on her face.

"Haven," he replied smoothly as he stepped over to her. "But I'm afraid I don't know your name, Snow Angel."

"Oh," she responded as her cheeks warmed up. "I'm Weiss."

"It's a pleasure to meet you. You know, I'm new to Vale. Perhaps you can show me around town sometime?"

She fanned herself lightly, much to the surprise of her friends.

"Maybe, but you'll have to catch me on a good day. I'm a very... busy girl."

"I'll be looking forward to it," he replied as he flashed a smile, causing her knees to go weak.

"Whoa, did Weiss just agree to a date?" Ruby whispered to Raine as she made her way over to his side.

"I... don't know," he replied. "It's kinda weird actually."

So much seemed to have changed since he'd been gone. He figured as much; three weeks was a long time. His jaw still throbbed from when Sun sucker punched him, but considering his reasons for doing it, he could understand. Hopefully that would be the end of it. One angry blonde was enough, he didn't need to watch over his shoulder for another. That was when he realized something.

"Hey Ruby, what happened to my old clothes?"

She chuckled nervously.

"Yeah about that. They were ruined in the battle and had to be thrown away. I saved your sapphire though! And your weapons!"

He groaned.

"Damn, I really liked those threads too."

"Well... maybe we can go out and get you some new ones?" she asked slowly, a pretty blush forming on her cheeks.

He couldn't help but tease her.

"Ruby Rose, are you asking me out on a date in front of everybody?"

"Is that a yes?" she asked hopefully.

He looked around at the group, all of their attention now on Sun and Neptune. The two guardians were basically ignored. Smirking, he grasped Ruby's hand and winked at her. Her smile grew.

"Let's go."

* * *

 **A/N: A bit longer for this chapter while I designed Cyan and Arianna. I changed them at least four times each before I settled. I also kept trading along with the idea of making Arianna either Sun's blood sibling or adopted sibling, and figured the former would work best. Anyway, things are kind of up in the air for this next week as far as writing goes, with Hurricane Matthew fast approaching. I don't expect the power to get knocked out but anything can happen. Till next time!**


	14. Best Day Ever

**A/N: So I finally got to see the Vol. 04 trailer and I gotta say, I haven't been this stoked for a show in a very long time. October 22nd can't get here fast enough.**

 **Disclaimer: See note in Chapter 1.**

* * *

To say he was getting frustrated was an understatement. There were many things people could call him, but a failure was one of those things that sickened Roman Torchwick to no end. The professional crook, as he loved to refer to himself as, took a long drag of his cigar as he leaned over several maps and charts of the four kingdoms. His employer was getting overbearing these past couple weeks, and while he took great satisfaction in a job well done, the ever increasing demands were starting to run him and his men a tad ragged. Not that he really cared about the White Fang rodents Adam had placed under his command, he just had personal quotas he wanted to keep filled.

The warehouse they had appropriated in the Docks district served their operations perfectly. Schnee Dust had run many local suppliers out of business, leaving half of the buildings in the area abandoned; a perfect base for his operations. A group of White Fang were offloading the cargo of their latest heist from one of several bullheads, the bulky black crates of volatile minerals stacked neatly to the side, along with several other larger shipments they had "liberated" in past months. That old Atlas outpost in Mistral had kept hidden all sorts of neat toys from the eyes of the modern world. He wouldn't be surprised if some of them violated international and binding directives outlined in the Vytal Treaty. Oh, if the world could see the skeletons they dug up that Atlas tried so hard to bury. All of this would have been positively dandy, except now they were behind schedule after a sudden run-in with two Faunus street urchins, Little Red who had botched another job of his six months ago, and some freaky ginger kid who shot laser beams from her hands. Sometimes he wondered if he was getting paid enough. Stamping out his cigar with the heel of his boot, he huffed and turned away from his maps to find two young hunters approaching him.

"Oh look, she sent the kids!" he announced as he strode over to them; Emerald and Mercury, his boss' favorites.

"This is starting to look _so_ much like my divorce," he told them as he squeezed them both in for a hug.

Emerald gagged.

"Please spare us the thought of you procreating," she said with a shudder as she and Mercury threw his hands off them.

"That... was a joke," he replied sarcastically. "And _this,_ " he held up a slip of paper, "just might tell me what you two have been doing all day."

Emerald flinched and patted down on her person.

"How did-"

"I'm a professional sweetheart, having been in this business longer than you have been out of diapers. Take some notes, you might learn something."

He examined the note with a critical eye.

"Why do you have this address?"

"Wouldn't you like to know," she challenged.

"Yes I would. _Now_ I'll ask again; what have you two been doing all day?"

"Cleaning up _your_ problems, one of them at least," bragged Mercury.

"Cleaning up? Is that what you call it? Then explain _this_ to me."

Roman pulled out his scroll and showed them a recording of their encounter in the ally, making sure to zoom in on Mercury getting slammed into a dumpster. The two would-be assassins remained silent, with only Mercury showing any outward change in expression. Roman allowed himself a measure of satisfaction in putting the upstarts in their place. Oh how he loved the new flying drones Atlas released last year.

"If you want to succeed in this world, you need a certain measure of tact and patience that you apparently lack. I had that situation under control."

"The packed bags say otherwise," Mercury retorted.

"Which would never have been an issue had you followed your orders. Instead, we now have an information leak that is likely on the other side of the world. Even _my_ reach has limits."

Roman shoved the foot of Melodic Cudgel up against Mercury's jaw, drawing a glare from the haughty teen. Emerald slowly reached for the revolvers on her belt.

"I expected far better from one of her star prodigies. I frankly don't care what your skill level is if you can't handle basic instructions. You're lucky she holds you two in such high regard. If it were up to me, I'd take you and your little street rat girlfriend and I would-"

"Do _what_ exactly, Roman?"

Mercury smirked at the voice as the trio looked up into the catwalks. There stood a beautiful young woman with bright, amber eyes. Violet eye shadow and red lipstick gave her a mesmerizing and tempting look. Her long, ashen-black hair was thrown forwards over her shoulder, settling between her supple breasts. A shoulder-less, v-neck, dark red mini dress draped her elegant form, with long sleeves ending in a triangle shape that was secured around each hand's middle finger with a golden ring at its point. Intricate yellow designs decorated the dress' edges, and a triangular tail hung behind her, ending at the knees. A blue, feather accessory was pinned above an opening in the dress on her right hip. Long, perfect legs lay bare to the world, with her dainty feet clad in dark, high heeled shoes made of glass. A jeweled anklet on her right leg jingled with her steps.

"Cinder!" said Emerald with happiness.

Cinder stepped onto a cargo lift and as if on command, it lowered her to ground level with her subjects. She strode with royal poise, drawing glances from the surrounding White Fang. Some were discreet, others not so much. Most were men, and while all despised Humanity with a passion, even these men could not deny the allure of this particular woman.

"Roman," she addressed him with a smooth and commanding voice. "I thought I made it clear for you to take care of the runaway."

"See, I was getting to that but _somebody_ " he glared at Emerald and Mercury, "got impatient, even failed to kill the rat. Now we have no idea where he is."

Cinder turned to them with a look of disdain.

"Did I not specifically order you two to keep your noses clean while in Vale?"

"Well, we thought-" started Emerald, but Cinder cut her off, her gaze piercing Emerald with a sinister power.

"Do not think. Obey."

The young thief gulped and cast her eyes down.

"Yes ma'am... won't happen again."

Roman chuckled with satisfied mirth.

"And you," Cinder rounded back on him. "Why wasn't this job done sooner?"

"Uhhhh... eh?" he gestured to the crates of dust lining the wall to the right.

"Eh?!" he swung his cane around to the left at scores of ancient, experimental weapons.

"EHHHHH?!"

This time his arms were outstretched to the stacks of shipping containers sitting behind him bearing the Schnee Company logo.

"I am _so_ sorry I haven't been able to squeeze in an assassination between scrounging up every single speck of Dust in one kingdom and cleaning out ancient military bases in another. If you _really_ wanted that animal dead you would have taught these two that confronting him in broad daylight is not how you remove people with discretion."

"You're an inspiration to every punk with a gun and a ski mask," Mercury replied sarcastically.

"Look around you kid, I've got this whole town running scared. Police are camped out on every corner, Dust prices have skyrocketed through the roof, and we're here sitting pretty on enough powder, crystals, weapons, rounds, and explosives to field an entire army ten times over. All thanks to yours truly. Speaking of which..." he focused on Cinder. "If you would be so kind as to fill me in on the _rest_ of your master plan, it might make my next string of robberies go a bit smoother."

"Oh Roman, have a little faith," she stepped up to him with a seductive sway.

A hand reached out to the thief and gently caressed his cheek. Her eyes glowed faintly with a manipulative light.

"You'll know what you need to know, when you need to know it."

Damn this woman; she had him wrapped around her finger and she knew it. Roman growled in defiance and turned away, but didn't challenge her further.

"Besides," she turned away and broke contact. "We're done with Dust and guns."

"Uh, ok? What now?" he asked her.

"We're moving. Have the White Fang clear out this warehouse by morning. I'll be sending you details and coordinates tonight."

"Coordinates?"

She smirked at him.

"We're going to proceed with Phase 2."

Cinder left no room for further conversation as she walked away, leaving Roman to his devices. He grumbled and pulled a fresh cigar from inside his coat. A gloved hand reached into his pocket for his lighter, only to find it completely empty. Confused, he checked his other pockets when the sound of a click drew his attention. Emerald stood there, his lighter in hand and lit, tongue sticking out at him mockingly. Flicking it shut and stuffing the thing into her own pocket, she hurried off after Cinder with Mercury.

Cinder didn't speak to them until they had exited out of the warehouse and into the cool night air.

"As for you two, what _really_ happened with Tukson? He was an informant, not a fighter. I refuse to believe he evaded you on his own so easily."

"He had help," explained Mercury, the memory of his easy defeat still fresh in his mind.

"There were two hunters with him, young and probably still students; a male and female," continued Emerald.

"And this was an issue why?"

"Somehow they knew we were coming. They knew where, when, and even why. It might look like we've been careless, but there's no way a pair of complete strangers could have found out all of that within a day of us getting here. Even Tukson seemed uneasy around them, which also means it's impossible he already had contact with them before today," Emerald explained, not bothering to mask the frustration in her voice.

Cinder tapped her chin thoughtfully. Yes, that would be concerning and she had an inkling how they did it. Silver lining to her two apprentices' blunder; they've discovered new adversaries.

"Interesting... it appears we have a seeress among us."

"Seeress? Aren't they just hoax fortune tellers?" asked a skeptical Mercury.

"Most are, but there are a few who are truly gifted with the Sight. It's far from perfect and the visions are often flashes and suggestions, but the Council of Vacuo are reliant on their advice. If there is a true seeress here, this means we'll have to exercise greater caution in the coming days."

* * *

It didn't take long for Raine to find a new set of clothes that he liked. They went back to the same place they had visited before leaving for Mistral. He wore a black, leather long coat with gold fringes, clasped together with a chain and his trusty sapphire around his collarbone. Inside the coat were various pockets for his personal items. Beneath that was a v-neck indigo shirt that matched his hair and hugged his cut frame, which he picked mainly at Ruby's insistence. A dark brown belt with a gold buckle secured his long, dark dress trousers; a nod towards Qrow's outfit. Tempest remained strapped on his left as it always did, as was Hurricane as it sat at the small of his back beneath the jacket. Black leather boots with silver buckles completed his new look, polished to a brilliant shine. He liked it because it was simple, practical, and reminiscent to his old attire. She liked it because he looked hot.

"How's Blake handling this whole mess with Torchwick and the White Fang?" asked Raine as he and Ruby walked hand in hand down a street in Downtown Vale.

"Hard to say. She was pretty shaken up about it that night," Ruby answered honestly. "I'm worried she's going to try and go after them again."

"Then we'll be there to back her up when she needs it."

Ruby smiled at him.

"That's what friends do," she agreed.

A certain giddiness flowed through her. She had never been on a date before, if you could even call their little outing such. He really did need new combat clothes, she just wanted to jump on a chance to get them alone for once, especially after Yang had spied on their little moment last night. Of course, now that they had the entire day to themselves, she was going to make every second of it count.

"Hey, let's stop here for something to eat," she suggested as they passed Blake's coffee shop.

"Sure, I'm always up for second breakfast," he replied.

"You're such a pig sometimes," she giggled.

They decided to sit outside in the fresh air. A well dressed young man brought them water and took their orders, with Ruby picking coffee with cream and sugar and a small plate of cookies, while Raine opted for hot tea and a bagel with cream cheese.

"Hey Raine? I've been thinking. We've known each other for months and there's still not much I really _know_ about you."

Raine raised a brow.

"What do you mean?"

"Well, what was it like growing up? What about your parents? Why did you want to become a huntsman in the first place? And your old school and team?"

He smiled wryly at her.

"To be fair, I'm kind of in the same predicament, besides your reasons for wanting to be a huntress."

"Then now we can start!" she said eagerly. "I really do want to get to know you."

He chuckled and sat back in his seat.

"For starters I never knew my parents. I was an orphan and raised by my mentor Urdin."

"Oh yeah, you mentioned him before your fight with Adam."

"Yeah, he was around for as far back as I can remember. Probably changed my diapers at one point too. He was an old master swordsman, and a dog faunus. He raised me as early as I could walk, not just as a warrior, but as a person as well. He taught me to see the beauty in life and why Hunters fought to protect it. Adam was another student of his; his best in fact. I... used to look up to him."

"I'm sorry, I didn't mean to bring up bad memories," Ruby quickly apologized.

Raine laughed, surprising her.

"I'd rather remember him as the good person he was, rather than what he's become. Anyway, I enrolled into Shade Academy when I was 16. With a mentor like Urdin raising me, I kinda blew all of my peers out of the water, except for two. They would later become my teammates; Arianna Wukong, Sun's little sister, and Cyan Gideon, a transfer student from Haven. Together we represented Team ARC."

Ruby started snickering at the thought.

"Jaune would love that."

Raine laughed in agreement.

"That's what I told Weiss."

"That's right," Ruby brought to his attention, a mild look of suspicion on her face.

"What exactly _did_ you talk about with my bestie?"

Raine held up his hands defensively with a sheepish smile on his face, a single bead of sweat dripping down his forehead.

"Before you jump to any conclusions, no nothing happened. At best she'd be a little sister, nothing more. I was trying to explain to her why neither of us got picked to be leader of this team."

"It's not that I don't trust you, but she's hinted at a boy she's liked for a few months now and I can't get rid of the suspicion that it's you."

"I don't think that will be an issue anymore now that Neptune is here," suggested Raine.

"No I suppose not," Ruby agreed.

It was at that point that the waiter arrived with their order, much to Raine's relief. He knew Ruby wasn't nearly like her sister, but at the same time he didn't want any misunderstandings that could screw up their new relationship. Seemingly forgetting her earlier suspicion now that she had cookies in front of her, Ruby's mood turned to bliss as she dug in eagerly, not unlike she did the night they met. How long had that been? He could hardly remember; seven months at least. He smiled and tucked into his own meal as comfortable silence fell over them, aside from Ruby's happy munching.

Seven months here in Vale... who would have thought. He found himself happy too, happier than he ever felt in a long time; the girls really grew on him. His thoughts turned to his old team, and while he was sure they were ok, a part of him still believed he ended their careers. He bit at his bagel absentmindedly as the memories flooded back to him. No, not here and not now. This was supposed to be a happy day. He quickly shook all notions of melancholy and instead focused on his new girlfriend, and just like that, the feeling was gone; he started laughing, which startled Ruby out of her cookie trance.

"W-what are you laughing about?" she asked nervously as she slowed down with her cookies.

"Nothing," he chuckled. "I was just reminded of the night we met, when you literally inhaled two dozen cookies within a minute."

She blushed with embarrassment.

"Don't be mean," she whined as she tried to hide herself behind her hands.

"You're adorable," he teased further.

She threw her napkin at him.

"Ok fine, I'll stop," he relented, still laughing under his breath.

"You know what? Just for that, I'm not sharing this time," Ruby told him with a pout.

"You sure? Because I still will," he suggested to her as he held his bagel out to her.

Shyly, she opened her mouth and reached forward, her teeth sinking into the crispy bread. Ok, he was forgiven for now, if he kept spoiling her like this. Yes, she could get used to this.

"So how about you Ruby? What about your parents?" Raine asked.

"Oh! Well my dad, Taiyang, he is awesome and teaches at Signal. He's a very skilled huntsman and taught Yang everything she knows, but sometimes I think he tries to baby me too much. I guess I can't really blame him for it but after Uncle Qrow took me under his wing, it just comes across as irritating, you know? Probably why I took after my uncle more than my dad."

She gave him a wry smirk.

"He'd probably try and bury you into the ground with his fist if he found out we're dating."

Raine groaned in dread.

"Great, a male version of Yang. Just what I needed."

Ruby giggled at his distress.

"As for my mother, Summer Rose, she was like super mom. One day she would be in the kitchen baking cookies and the next she'd be on the other side of the kingdom slaying monsters. There's... not much I remember of her, not as much as I would like to, but I know she was very kind and strong."

She grew melancholy.

"Then one day, she left for a mission and never came back. I found out a month later than she had died. I was four."

"Ruby..."

She sniffled slightly but quickly wiped away the tears.

"It hurt a lot when it happened, but I've kinda gotten used to it. I would speak to her grave back home in Patch, an island off the coast of Vale, whenever I was feeling down and even though she wasn't there with me, she was still _there_ listening. It helped."

Raine reached over and gave Ruby's hand a gentle squeeze. He didn't have any words to share. She wiped her tears and smiled.

They spent a little while longer at the cafe as they leisurely ate their meal. When it came time to leave, Raine immediately snatched the check, much to Ruby's chagrin. It was their first date after all, she just didn't like people paying for her. As they left, a low rumble fell over them, large shadows casting themselves across the city. Raine looked up to see numerous warships bearing the Seal of Atlas drift overhead, escorted by countless smaller craft such as fighters and bullheads. Ruby followed his gaze and whistled at the sight.

"Wow, that's a lot of ships," she remarked. "Are they all here for the festival?"

"They might be. I can't imagine why they would need such a strong presence though," Raine answered her.

"Ah well. Carnival?" he asked her with a smile.

"Yay!" she cheered.

Even though the Vytal Festival proper was still two weeks away, the buildup was always alive as carnies set up shop at the fair grounds just north of Beacon, attracting citizens and students alike who eagerly sought a break from everyday life, or in their case, monster slaying. Eager to get some games in before the sun went down, Ruby hurried him along back to air buses. The ride back, to Ruby at least, seemed to drag on for hours, even though it had only been a few minutes, which Raine was quick to point out. She stuck her tongue out at him in defiance as they disembarked.

Countless rows of stalls and shacks were packed with people when they arrived, with corny music and electronic sound effects of the games echoing across the expanse. Banners, streamers, and strings of lights were hung across trees and held high over the stalls by numerous supports. A few areas were set aside with tables and chairs for dining. The pair made their way through the weaving crowds hand in hand, so as to not lose each other. A myriad of scents assaulted their noses from numerous food vendors; everything from burgers and hot-dogs to noodle stands and barbecues filled the air with enticing aromas. Even though they had just eaten, the two guardians found their stomachs growling once more. Later; for now though...

"I bet I'm a better shot than you are," challenged Ruby as she nodded to a large stall with rifles and a shooting range.

"You're on," Raine said, smirking back to her.

They made their way over to the stand, a few other fair goers already taking shots of their own. The game was simple; the rifles resembled Atlas Army standard issue, complete with a reflexive sight, and were electronic that shot red laser beams with which the shooters took careful aim at various targets throughout the course. The smaller and further the target, the more points they earned, as was displayed by an electronic counter at the top. The range itself was modeled after the ruined streets of Mountain Glenn, a failed expansion of Vale. Every now and then, a holographic Grimm would pop out of the scenery to charge the player. If one made it to the firing line, which was marked by a golden boundary, the player would lose points. The bigger the Grimm, the more points were lost. A couple buttons along the dashboard at each lane controlled various abilities like shields, timed aim assist, and slowed movement. A button on the side of the rifle fired light "grenades" that could easily clear crowds of Grimm, but those were limited to three per game.

Their eyes roamed over the other player's progress, their own trigger fingers itching. Without hesitation, they paid their fee to the vendor running the game. There were three rounds of increasing difficulty, each three minutes long, to rack up as many points as possible. Players were given an option for how many rounds they tackled, but the higher reward of later rounds also meant a higher risk in losing points. It was the perfect game for a pair of hunters in training.

"Ready to lose?" Ruby said confidently as she stepped up to her lane.

"You wish," Raine challenged back as he switched on his own rifle.

A loud bell tone sounded off, and a counter appeared in the score display. Five seconds went by and with an equally loud buzz, the first round began. Right off the bat, a small pack of Beowolves came bounding out of the rubble. A volley of laser blasts shot across the range. The Grimm let out howls of "pain" as their bodies disintegrated. A few lizard-like Crawlers made their way out of the woodwork but they too met the same fate. With little effort, the first round was completed. Raine glanced at the scoreboard. He and Ruby were tied with 7,000 points; a perfect round.

"Ok, not bad for a warm-up. Now, let's get serious. Think you can keep up?" Ruby boasted.

"You're gonna be eating those words, Rubes," Raine responded in kind.

The second round began after a scant few seconds of rest. This time the amount of Grimm had doubled, with hordes of crawlers leading the charge. Ruby and Raine were in perfect sync, despite trying to outdo each other. Their fingers pulled the triggers of their rifles in unison as their heightened senses easily honed in and gunned down the Grimm with expert efficiency. As the two guardians set to work, a small crowd had begun gathering to watch. Not one of the Grimm had made it through yet. Of course, this was also the second round. The earsplitting screech of a Nevermore echoed across the range, with the shimmering form of the bird coming to life above their heads. Unlike the crawlers and beowolves, there was only one Nevermore to destroy, meaning whoever made that final shot was going to see a massive boost in points.

Raine immediately focused on the Nevermore, having cleared enough crawlers to buy him a few seconds. The bird shrieked in defiance as multiple bolts pinged off of its form. It reared back and sent a volley of feathers in retaliation, chipping away at both Ruby and Raine's scores. Turning away from it for now, Raine sighted in on the new lumbering appearance of Ursai. Noticing his distraction, Ruby took her turn at the Nevermore, her finger slipping down to the grenade launcher button and landed the deadly explosive on the bird's chest. She cheered with happiness when it disappeared in shards of light.

"Lucky shot," Raine grumbled as she gained a 20,000 point lead on him.

"I told ya so," she said back, taking a second to stick her tongue out at him.

Grumbling, he shot a grenade of his own and cleared an oncoming wave of Beowolves. A few more choice shots sent a pair of Griffons tumbling out of the sky. The buzzer announced the end of the second round. Raine dismayed slightly at the points difference. He was sitting at 75,000 while she sat at 90,000. Hopefully this final round would give him the opportunity to pull ahead.

"What's wrong Raine? You seem to be sweating a little bit," Ruby taunted.

He chose not to comment. Instead he set his rifle down, much to Ruby's confusion. In the scant few seconds of countdown, he leaned over and kissed her full on the lips. Her eyes widened in surprise at the bold act, especially in front of the sizable crowd. Laughter, cat calls, and cheers erupted from the onlookers, causing Ruby to blush furiously. Still, she let herself get so lost in the kiss, she barely noticed him pull away as the buzzer for the next round sounded off. Jolting out of her trance, she hastily brought up her rifle as the new swarm of Grimm emerged.

"That was a dirty trick and you know it," she complained.

"All's fair in love and war my dear!" Raine countered with amusement.

Round three wasn't the hardest for nothing. If round two was a riot, round three would be a full scale invasion. Countless Grimm littered the range, forcing both shooters to pour all of their focus into their senses. Ruby, used to a weapon like Crescent Rose's sniper attachment, was starting to tire from all the constant acquire-shoot-reacquire action she had to do at least five times every second. It started showing as a few Crawlers slipped past her defenses and docked her points. That damn kiss didn't help matters either. Still, she held fast against the onslaught, her finger a blur on the trigger as the weapons didn't have a fully automatic setting.

Raine was faring better, but not by much. He resorted to using his second grenade to buy some time, if only a pair of seconds to rest. True to their real life counterparts, these copies were relentless in numbers. Oh how he wished for a mini-gun right now. A pair of screeches announced the arrival of two more Nevermore, but he ignored them. He figured if Ruby got greedy and sighted in on them, their attention would be taken off of his own lane. Sure enough, the eager young Rose immediately engaged the new arrivals. She reflexively smacked the button for the shield as a double volley of feathers swept across her dash. The shield took some points as payment, but the cost outweighed what would have been lost had she taken that hit dead on.

The scores had evened out now. With only a minute left on the clock, every shot was going to count. The two guardians redoubled their efforts, fighting furiously to stave off the swarms of Grimm. An explosion rang out among the cries of Grimm as Ruby used her second grenade. They were both left with one remaining. They would need it too, as rumbling resounded throughout the range. A Goliath came charging through the swarm, trampling over and knocking away the smaller Grimm with complete disregard.

"Well, that's concerning," Raine remarked as he shot his grenade at the massive elephant.

"Worried?" Ruby asked him as she shot her own.

Two explosions rattled the thing, but it never broke stride. At this rate, they both were going to lose. Raine glanced down at his dashboard at the big red button off to the right. Screw it, he'll take the point cost if it meant killing this thing. He slammed his fist down. As a result, his points got cut in half, but the cost ended up being worth it. The form of an Atlesian airship came streaking in, its cannons sending deadly volleys of fire and explosives across the no-man's land of Grimm. The strongest of the blasts hit the Goliath dead on, its skull blasting apart in fragments of light. Numerous machine guns along the body of the craft mowed down the pair of Nevermore, as well as the numerous Griffons flying around them. The sky would have been raining black blood had this been a real battle.

"Hell yeah!" yelled Raine as the elephant beast tumbled over when the clock hit zero.

"Don't get too exited just yet, they still haven't posted our final scores," said Ruby, kind of miffed she didn't think to hit the big red button herself.

The couple watched with rapt attention as the number spun in a red blur, the ringer going haywire with staccato tones until finally, they came to a stop. Ruby Rose: 170,000. Raine Zaffre: 171,000.

"WHAT!" Ruby cried in dismay.

Raine gave her a knowing smirk.

"Better luck next time?"

She didn't answer, instead weeping her sorrow away on the dashboard.

"Wow, you kids were incredible. It's been years since I've seen someone score that high. Take your pick of any prize!" praised the carny, a weathered old man in his early sixties.

Raine browsed the various prizes. There were the typical ones like giant stuffed animals, toys, and accessories, but there were also some prizes specifically for hunters as well. His gaze fell on a sniper rifle frame that amplified its shots with Dust, and that also came with extended clips. He glanced over at Ruby, his normally spunky girlfriend sulking in her defeat. He shared a look with the carny and pointed towards the sniper attachment. The carny grinned at him.

"I like your way of thinking kid. You slay some big ones with this thing, ya hear?"

"It's not for me," Raine answered as he walked over to Ruby.

"Hey Rubes," he said as he put a hand on her shoulder.

"W-what?" she sniffled up to him.

"Here."

He put the bundle into her hands much to her surprise.

"But.. you didn't need-"

"No, but I wanted to. I figured you'd like it."

She jumped up and wrapped him in a tight hug.

"Thankyouthankyouthankyou! Iloveyousomuch!" she cried with joy into his shoulder.

He chuckled at her delight.

"Come on Ruby, let's get back home. It's getting late."

They left the fairgrounds as the sun began setting, each holding a bundle of cotton candy. With her new sniper frame in one hand and the fluffy treat in another, Ruby Rose hummed happily to herself as they walked through the main courtyard of Beacon. This was, without a doubt in her mind, the best day ever, and so long overdue. With her hands full and unable to hold his, she stayed as close to Raine as possible as they walked back to their dorm. They had just arrived at the main entrance to the building when Raine's scroll started chiming. He pulled it from his pocket and found a message from Headmaster Ozpin waiting for him, asking him to come up to his office to discuss important matters. This time, it said not to bring Ruby.

"Weird, Ozpin wants to talk to me," he said as he showed Ruby the message.

"Aw," she deflated slightly. "Well, better not keep him waiting."

"Sorry Ruby, hopefully it won't take too long."

He dropped the rest of his cotton candy in the trash can and gave her a hug. She sighed into him, not wanting to let go. His scent, his warmth, his touch... it all made her feel safe and happy. He pulled back slightly and lifted her chin. Like their first kiss in the hospital, this one was just as soft and warm. He played with her lips slightly this time, pulling them a bit with his own. Those tingles... she hoped they would never stop. But of course this moment had to end as well and they reluctantly pulled their lips apart from each other. Still, their foreheads remained touching.

"I love you Ruby, let's do this again soon."

She hummed on his lips as she stole another kiss.

"Definitely."

* * *

 **A/N: Very fluffy chapter today. For the record, if I ever stumbled upon a game like the Grimm Range in any arcade, I would shamelessly throw money at it. Seriously, nothing less than fifty dollars. Hope you guys enjoyed the latest installment of WWSE. Till next time!**


	15. Ready or Not

**A/N: I did it. I subscribed on Rooster Teeth so I can watch the volume 4 premier on Saturday, and with another exam knocked out of the park, my weekend is completely set, besides writing more story for my lovely readers. I'm glad the last chapter was so well received; fluff is something new to me. Without further ado, here's chapter 15.**

 **Disclaimer: If I had a dollar for every part of RWBY that I owned, I would have 0 dollars.**

* * *

Raine tapped his foot impatiently as he rode the elevator to Ozpin's office at the summit of the tower. The man had impeccable timing, though the young guardian did find it odd how he specifically asked to see him alone. As if he wasn't just going to tell Ruby anyway, depending on what it was. His day was going so well too, that he found himself more anxious about getting back to her rather than wondering what the conversation was going to be. A soft chime indicated he had arrived.

As expected, Ozpin was waiting for him seated at his desk, as was Goodwitch in her usual spot at his flank, but there was also a third man standing in front of the desk that he did not recognize. He stood tall and with dignity, his black hair with streaks of silver cut clean in a military style. His pressed, white overcoat with a high collar was decorated with numerous ribbons, denoting many years of loyal service to his kingdom. Beneath that was a gray undercoat with a red tie, and a black sweater. White slacks, the same shade as his coat, were tucked into black dress boots, reinforced with polished steel plating along the front. Raine noticed curiously that only his right hand was covered by a white leather glove, as well as the odd strip of metal grafted into his temple above his right eye. Sharp, blue eyes observed him with a mixture of curiosity and wariness.

"Mr. Zaffre, thank you for coming on such short notice," greeted Ozpin. "I'd like to introduce you to my esteemed friend and colleague, General James Ironwood."

Raine raised a brow in surprise. He had heard of General Ironwood during his studies of the Four Kingdoms in Professor Oobleck's class; Headmaster of Atlas Academy and the ranking officer of Atlas' entire military. A busy and powerful man indeed. The General stepped forward and held out his hand, which Raine shook. His grip was firm but not overwhelming.

"It's an honor to finally meet a Guardian in person."

"I'm afraid you have me at a bit of a disadvantage here, sir," said Raine as he and the General released their handshake. "I'm not a Guardian quite yet."

"Your headmaster seems to believe otherwise," Ironwood continued. "Which is why he has sought fit to call you here for this meeting."

"Please Mr. Zaffre, have a seat," offered Ozpin.

"I'm just guessing this isn't just a simple follow-up on my health," Raine mused out loud as he sat down.

"It became clear to us that you have made a full recovery, given how you and Miss Xiao Long destroyed my courtyard," quipped Goodwitch with a look of disapproval.

He laughed nervously under her gaze.

"At least we didn't die?"

"As amusing as that little event was, that is not the topic of discussion," continued Ozpin as Ironwood took his place next to Goodwitch.

"Qrow has given me an... interesting debriefing upon your return from Mistral. He has recommended that given your status as one of the next Guardians of Remnant, that you become included in these meetings."

"Shouldn't Ruby be here as well? She's just as capable and in some aspects better than I am," Raine remarked pointedly.

"Ruby Rose did not contend with one of Atlas' most wanted criminals," said Ironwood.

"Qrow did not give her the same recommendation. He personally explained to me that she is not ready mentally and will be needing your help if she is to fully grow into her role," explained Ozpin.

"Speaking of which, where is the old drunkard anyway?"

"Qrow had gone dark shortly after he went on his current mission. That was two weeks ago, and we have reason to believe he has been compromised," explained Ironwood.

"What, do you expect me to take his place?"

"Nothing of the sort," answered Ozpin. "Before we go any further, know that there are certain tests Guardians must undertake before they are recognized fully as such, a sort of knighting so to speak."

Ozpin reached underneath his desk and pulled out a black leather case, roughly a foot long. Silver clasps locked it shut.

"Your father wanted you to have these when you became old enough, but your mother vehemently refused to allow it. She feared you would fall down the same cursed path as many other guardians before you."

"My father?" asked an incredulous Raine. "But... that's not possible. He died before I was born; Urdin told me as such."

"Urdin wasn't the only one he confided in. Before he disappeared, he came to me with these items, giving me specific instructions that when the time came for you to continue the legacy of a Guardian, that they be given to you. I have no idea what they are, as he never revealed the contents, only impressed upon me their importance to the Order."

Raine hesitantly took the case, his mind racing. Urdin had spoken highly of his father but had told him he had died in battle shortly after his mother became pregnant. And now he had been told that he was only missing, not dead. His father was somewhere out in the world, away from him; he had no clue how to feel about that. He held it in his lap, contemplative of this turn of events. He wondered if he would even be able to confide in Ruby without her getting the impression everyone was working to shelter her. Ah who was he kidding.

"What am I supposed to do now?" he asked, quite literally unsure how to take it.

"You are free to do whatever you wish," said Goodwitch. "You can continue in your father's footsteps or turn away from it all. His final wishes were to give you that choice. None of us will fault you if you choose the latter."

Raine sighed wearily.

"Can I... have some time? This is a lot to take in."

"Take the time you need," assured Goodwitch.

With the case in hand, Raine promptly stood and left, wanting to get out of that room as soon as possible. He disappeared into the elevator, and never looked back. With a heavy heart, Ozpin let his demeanor slip, showing an uncharacteristic measure of fatigue. Ironwood watched curiously as the elder headmaster took a sip from his tea.

"Qrow told us that Ruby wasn't prepared, but now I don't think Raine is either," the General remarked.

"For a seventeen-year-old, Mr. Zaffre shows remarkable wisdom and maturity," added Goodwitch. "To see him affected like that is concerning to say the least."

"Which is why it is fortunate that he and Miss Rose have met. Those two will need each other as anchors in the coming days," said Ozpin as he set his teacup down.

"Oz, you can't expect those children to fight a war for you. They don't deserve that, it's why men and women like us exist," retorted Ironwood.

"Which is why we continue to train the best Huntsmen and Huntresses we can, because when we're gone, someone will have to carry the torch," Ozpin replied evenly.

He stood from his seat and turned to face the window overlooking his school, and the small fleet hovering around it.

"The world needs Guardians. Huntsmen and Huntresses are not properly equipped to fight the coming darkness and prevail. Our adversaries have never been at such a position of strength before; now more than ever the people need to see those symbols of hope. Your army does not help matters; it's making them nervous and afraid, and we all know what that brings."

"Ozpin, you know full well why I brought those men. The White Fang are preparing for war and the Vale Council requested that Atlas forces be present for an event as important as the Vytal Festival," countered Ironwood. "A man in my position does not have the option to say no, not when his very duty is the protection of all innocents, Humans and Faunus alike. Without them, they would invade this city and the Grimm would freely be able to wreak havoc in the aftermath. We need this army; Hunters are not obligated to swear allegiance to any "one" kingdom; even my students are aware of that."

Ozpin glanced back towards the General with a critical eye.

"Then let us hope that our Guardians will be ready before that comes to pass."

* * *

Ruby hummed a little tune to herself as she skipped her way back to her dorm. Despite Ozpin's last minute interruption, she couldn't think of a more perfect day. She happily munched on her cotton candy as she arrived at the door. Tucking her rifle mod underneath her arm, she fumbled with the key for a brief moment then swung the door open. Immediately she was rushed by Yang and Weiss.

"Where have you been all day? You just up and disappeared with Raine," asked Weiss.

"They went on their little date," teased Yang, "and it was sooooo cute."

"Shut up!" Ruby cried indignantly as she shoved past them.

"But my little sister is growing up so fast!" Yang continued to gush, then she gasped. "I'm going to have to give you guys the Talk soon!"

"NO!"

"Alright fine," interjected Weiss. "So what _did_ you guys do?"

Ruby's mood immediately flipped.

"Oh it was so cool. First we went out and got him a new combat outfit, since ya know his old one was ruined. He looks so good by the way. Then we stopped at Blake's favorite cafe for lunch and just talked. I learned a bit more about him and told him a bit about me, about our pasts and parents, why he wanted to become a Huntsman, though at this point I think it's Guardian now. He said he sees so much beauty in the world that he feels a need to protect it."

"I bet it's because he counts you as one of those beautiful things," commented Yang.

Ruby blushed.

"Probably all of us, and all of our friends. He feels very strongly about everything he's gained here and he doesn't want to lose it. After that, we went to the fairgrounds and got into this big competition at a shooting gallery; tons of Grimm and so many people stopped to watch us."

"You beat him right?" said Weiss with a smug look on her face.

Ruby then broke down in mock tears.

"I got 170,000 and he got 171,000. He beat me by a thousand points..."

"Well that's _rude_ of him," the Heiress answered.

"But he got me this awesome new mod for Crescent Rose, so now I can use Dust like you guys instead of just firing bullets filled with the stuff! Once I install it anyway... and then he got me cotton candy. So he's forgiven."

"Good," remarked Yang with a grin. "That means I don't have to beat him up again."

"Pretty sure that whole thing was a draw," retorted Weiss.

Blake, who had been sitting in her bed the entire time, was doing her best to ignore the entire conversation. She just couldn't get how they can act so... normal all the time. Her mind was racing with everything that had transpired over the past month. It bothered her... tremendously so. The brief conversation she had with Ozpin the previous night at the docks still replayed itself in her mind. When she was certain they were completely oblivious of her, she quickly stood and made her way to the door.

"Stop," came Weiss' voice.

She didn't get very far.

"Ever since we got back from Mistral, you've been quiet, moody, and anti-social."

"Uh, have you even _met_ Blake?" asked Yang.

"Which I get is kinda your _thing_ ," continued Weiss, "but you've been doing it more than usual lately and quite frankly, that is unacceptable. You made a promise to me, to _all_ of us that you would tell us that something was wrong. So, Blake Belladonna, WHAT. IS. WRONG?!"

Weiss stood precariously on a chair as she channeled Ruby's demeanor, with one foot on the edge of the seat and the other balanced on the back. It tipped clumsily on its back legs. Ruby and Yang looked on completely dumbstruck. Like a switch being flipped, Weiss jumped down from her perch and shuffled the chair back in the desk where it belonged, now acting much more like her usual character, all with a smile on her face. Despite this, all three girls expectantly awaited Blake's answer. Qrow's words echoed in her head.

" _Being a loner is tough, not an easy mold to break, but with this bunch I think you can do it."_

She took a deep breath before continuing.

"I... I just don't understand how everyone can stay so calm."

"Are you still thinking about Torchwick?" asked Ruby with concern.

"Torchwick, the White Fang, the facility, all of it! Something big is happening and nobody is doing anything to stop it."

"Ozpin told us not to worry," assured Yang. "Between the Police and the Hunters, I'm sure they can handle it."

"Well I'm not! They don't _know_ the White Fang like I do, they don't know _Adam_ like I do."

Weiss immediately went into mediator mode, holding out placating hands to both sides.

"Ok, between blowing up night clubs, stopping thieves, and fighting for freedom, I'm sure you all would love to go out and apprehend these ne'er-do-wells. But allow me to once again be the voice of reason; we're _students_. We're not ready for this kind of responsibility."

"Yeah but..." said Ruby.

"We're _not_ ready," repeated Weiss.

"And we may never _be_ ready!" yelled Blake. "Our enemies aren't just going to sit around waiting for graduation. They are out there somewhere, planning their next move, and we have no idea what it is or how to stop it. Something big is coming, whether we're ready or not! Adam has an entire army at his beck and call; when he finally strikes, a lot of people are going to die and by then it will be too late!"

"Ok," started Ruby, trying to defuse the situation. "All in favor of becoming the youngest huntresses ever to single-handedly bring down a corrupt organization conspiring against the kingdom of Vale, say aye."

"Yes," agreed Yang with a fist pump. "I love it when you're feisty," she praised as she pointed to Blake.

"Eh, I suppose it could be fun," Weiss said with a shrug.

"Ok then," continued Blake with relief in her voice. "We're in this together."

"Let's hatch a plan!" cheered Ruby, then she gasped. "We forgot about Raine!"

"We're doomed," lamented Weiss as she pinched the bridge of her nose.

"Hold on, where _is_ Raine? Didn't you two leave together?" asked Yang.

"Ozpin called him up to his office through a private message right when we got back; he... Ozpin asked that I not be there," explained Ruby with a bit of sadness in her voice.

"That doesn't really matter does it," Weiss remarked coyly. "He's just going to tell you everything when he gets back anyway."

"I know that, it's just... I feel like sometimes I get left out on purpose. Ozpin pretty much said 'Don't bring Ruby' and I'm not sure how I'm supposed to feel."

"Sis we're just first years. Raine came from a different school, it was probably something related to that. Don't worry about it too much, I'm sure he's fine."

Yang put an arm around her for comfort, but Ruby only idly noticed.

* * *

Everything was happening too quickly. Raine always had a thought in the back of his mind that he would be needed to do important things; Urdin had hinted as such throughout his training. But never did he imagine it would happen now of all times. The young guardian gripped the case tightly as he disembarked from the elevator. What should he even do with this thing? He was almost too afraid to open it, and he didn't even know why.

With growl, he marched out of the elevator and into the night air, wondering if he should stay out and think or just head straight back to the dorm; maybe his team could help him sort through all of this.

"You do know that if you keep scowling like that your face is gonna freeze, right?" came a woman's voice.

"What do you expect? He always was the angst-ridden one of the team," came a man's.

He froze. Those voices. He hadn't heard those voices in Oum knows how long. Slowly, he turned around on his heel, almost daring not to look. There, standing in front of him, were the faces of a very familiar looking monkey girl and a giant.

"Hey Stormcloud, long time no see," Arianna waved cheerily.

Cyan gave him a nod.

"Ari? Cyan? Wha...?"

Raine couldn't even speak, he was utterly dumbstruck. Arianna huffed with a pout at his silence.

"Really? We don't see each other for two years and _that's_ all you have to say to us?"

"No! I just... what are you guys doing here?"

"We came to find you, you dolt!" declared Arianna as she walked up to him... and promptly smacked him across the face, earning her a look of shock from her old teammate. " _That_ was for disappearing on us."

Raine shook the stars from his vision, nursing the hand-print across his cheek.

"Ok, I guess I deserved that."

"Of course you did," Arianna said with her arms crossed, then her eyes started to water. "Now come here and give your little sister a hug."

The two old friends embraced, with Arianna throwing her arms around his neck and squeezing tight; even her tail wrapped around the two of them. As much as she understood his reasons for leaving, she still missed him terribly. Sure Cyan had always stuck around, but they were a team unlike any Shade had seen before, and it hurt her to know that they had broken apart.

"Guys I'm... I'm sorry," said Raine as he broke off the hug. "I failed you as a leader, I almost got you killed and Cyan... how are you still standing? I watched that King Taijitu literally chomp your leg off."

Cyan smirked and lifted his pant-leg to reveal a real flesh and bone leg, much to Raine's astonishment.

"Experimental Atlas bio-tech; they literally grew me another one, and it works like a charm. Gotta say though I think I preferred the old one better. Ah well, I'll just break it in with the tournament."

Raine chuckled.

"Of course you guys would be here for the tournament. Who's your team going to be though?"

"We're competing with big brother Sun and Neptune, unless of course Sage and Scarlet suddenly rush out here. They'd be here already but they have some wounds to heal up on too," Arianna explained. "What about you? I know the single bracket isn't until the end of the whole event."

"I'm on a new team as well. In fact, I want you guys to meet them. If you have time."

"You're with a bunch of girls aren't you," Cyan commented flatly.

His old team leader sighed with admittance, but Ari waved them off.

"We'll meet em in the morning; Cyan and I had a pretty early day with training and we just want to sleep."

"Oh _now_ she wants to sleep," he complained.

Arianna just stuck her tongue out at him.

"Yeah, he's still a bit of a lazy prick and needs his beauty rest. We'll catch up tomorrow alright?"

"Definitely," Raine answered with a smile.

She beamed at him and gave him another tight hug.

"I'm really happy we got to see you again," she told him softly.

"Me too..."

Breaking the hug, she leaned up and gave him a quick peck on the cheek, then with a happy wave, she bade him goodnight and dragged Cyan off by the arm. He wondered idly if the two hooked up while he was gone. It'd be about damn time too. The reunion with his old team helped him feel immensely better about everything. With his spirits lifted, he made his way back to his dorm, but as he rounded the corner to their hallway, someone suddenly crashed into him, knocking them both to the ground.

"Oh, I'm so sorry about that! I was in a rush and I wasn't watching where I was going and-"

"Ruby?" asked a confused Raine.

His girlfriend looked up and blinked, then giggled nervously. She was already dressed in her pajamas.

"Wow, I was just coming to look for you too," she admitted with embarrassment.

"Wearing _that_?" he asked teasingly.

"I was in a rush, ok?"

Her eyes glanced down to the case in his hands. "What's with that though?"

"This is... kinda what I wanted to talk to everyone about. Let's get back to the room."

He helped her up and they hurried their way back hand in hand. Considering how late it was, he was the only one not dressed for bed. All four girls looked at Raine expectantly when he shut the door behind them.

"Long story short; my dad is still alive."

That declaration threw them all for a loop.

"What?" Yang asked simply.

"That's a good thing isn't it?" ventured Weiss. "You still have blood family."

"I feel like this isn't happy news for you," commented Blake.

Raine sat on his bed, the case sitting in his lap, with Ruby sitting next to him.

"I've grown up my entire life without knowing my parents; an orphan adopted by a master huntsman. Apparently, Urdin had known about my parents the entire time, but convinced me that they were long dead. While I still think my mother is gone, my father had actually lived a few years after my birth before disappearing. He left this case with Ozpin, giving him vague instructions to pass it on to me when the time was right; some kind of coming-of-age thing for a young Guardian. My mother had never wanted me to have it in the first place, fearing my safety. All in all, I have no clue why he's gone or where he is, let alone why he won't come back, and just leaving this here as if he expected me to come to Beacon in the first place... It's like he had planned it all from the start."

His knuckles turned white as he gripped the edges of the case in anger. Ruby placed a comforting hand upon his, hoping it would calm him down.

"I think you should open it," encouraged Yang, surprising everyone in the room.

It was Raine's turn to blink.

"Why?"

Yang hopped down from her bed and grabbed a chair, sitting on it backwards with her arms resting on its back as she faced him.

"Ruby told you about our parents, right? About Summer and Taiyang?"

Raine nodded.

"Well, Summer wasn't the first love he had lost; she was the second. The first was my mom. I guess she's kind of like your dad, having never been in my life, and while I sort of resent her for it, I still want to find and meet her, get to know her even if she'd let me. I think that if she left me something, anything, I'd want to know what it is. Hunters live a fun, but dangerous life. He probably went somewhere that you couldn't follow."

Weiss climbed out of her bed to join them.

"Look, nothing said you have to open it right now," she supplied. "Ozpin was just told to give it to you, right? I'd think on it first, so that you're not rushed to do anything."

"And besides, we're going to be here for you anyway. You've got a family in us too, and all of our friends," said Ruby as she gave his hand a squeeze.

Raine shrugged in agreement. He hadn't thought of it like that. He looked across the room at Blake who had her nose in a book. Even though she appeared to be ignoring them, her exposed cat ears had always twitched in their direction. She had grown comfortable enough to leave her bow off, at least in the privacy of their own room.

"Blake? You've been fairly quiet about all this."

She set her book down and gave him nonchalant look.

"You were given something personal, but it's not something that you should have to dwell on. You've gone this long without him and had an even better father figure from what you've told us."

"Wow, that was a very Blakey piece of advice if I've ever heard it," commented Yang with amusement.

Blake simply snorted in response and went back to her book, but Raine smiled with gratitude.

"Thank you... all of you; this means a lot."

"Good, now that that's out of the way, can we please get some sleep now? We have sparring class tomorrow and Goodwitch wants to see who is and isn't ready for the tournament," asserted Weiss.

"And leave it to the Princess to demand her beauty sleep," he chuckled in response.

"Unlike _you_ who's had a whole month to sleep, I've got a strict schedule to adhere to when not in the field," the Heiress retorted heatedly.

"Right right..."

He waved her off and fished his own bed clothes from his drawers, then headed over to the bathroom door. As he went about his business, Yang got a good look at his new outfit and she had to admit... he was much less a boy now and more of a man. She liked it a lot. Even though Ruby claimed him first, that didn't mean she still couldn't tease.

"Wow, Ruby was right," she said, whistling at his form.

He glanced back at her in confusion. Ruby got a wary glint in her eyes.

"My baby sister has _very_ good taste. If you two didn't hook up, I'd be all over you right now."

"YANG!" the two guardians yelled in embarrassment as Raine slammed the door behind him.

Weiss shared a look with Blake as the two sisters went at it again; Ruby trying to berate Yang for all the lewd comments and Yang placating her that this was how she was eventually going to become a woman.

"You know what? I think the White Fang can wait until after we can find a good outlet for Yang's sexual frustration," commented Weiss.

"A part of me actually agrees with you," replied Blake as she hid the glowing blush on her cheeks.

Raine drowned them out as he cleaned up, purposefully taking his time to delay further teasing from Yang as much as possible. He took a long shower this time, now that he had no females tapping their feet impatiently for him to finish. To have cascades of hot water splashing down upon him for once instead of something lukewarm, especially after his rushed wash down that morning... it was like a piece of heaven. He was going to savor this for as long as possible.

By the time he had brushed his teeth and dressed, the lights had already been switched off and all four girls were fast asleep. As quietly as possible, he put his things away, sliding his father's case underneath his bed, and climbed into the familiar covers for the first time in over a month. Despite the bombshell of a revelation he had been dealt with, he felt like sleep could come easy to him as the minutes steadily ticked by, that is... he would have if he didn't notice Ruby stirring from her own slumber.

He ignored her activity as she lightly hopped down from her bunk, thinking she probably just needed to use the bathroom. Instead, she tiptoed over to his bed as quietly as possible, not wanting to alert the rest of their team. Imagine his surprise when she then lifted his covers and climbed in with him, snuggling up against his chest and pulling the covers back over them both. She was in his bed. A girl, was in his bed. His _girlfriend_ , and she wanted to _sleep_ with him.

" _Damn it Raine, she means to_ actually _sleep! Get your mind out of the gutter!"_

He blamed Yang and her teasing. Perhaps he should have taken a cold shower instead? Still, he didn't want her to feel rejected either, and technically they already slept together in the hospital, even if this setting was more intimate. So he wrapped her in close with his arm, making her stiffen when she realized he was still awake. Getting second thoughts, she tried to pull away but he brought her in tighter.

"Stay," he whispered to her. "I'm comfortable."

"But-"

He silenced her with a kiss.

"Stay, please?"

She giggled and relented.

"Fine."

* * *

 **A/N: As we steadily dig into season 2, I just want to make a point that there will be very little time-skipping between events and chapters. Considering all of the activity I plan on putting in between now and the conclusion of this arc, the pacing should still remain the same. With Arianna and Cyan officially in the mix, there's plenty more material for me to elaborate upon. Till next time!**


	16. PvR

**A/N: So I've broken the replay button on Vol 4 Ep 01. For those of you who haven't yet gotten to see it, I will not spoil anything. But I will say RT has started us off strong. The production quality is incredible and I'm eager for the next episode; I'm sure Monty would proud. The video should be going public this weekend if I remember correctly, so definitely make sure you guys check that out. They've also released 4 more "World of Remnant" shorts, one for each kingdom, so check those out too. I'm happy to see I got some details correct before they were even released. That's enough from me. Now... story for you!**

 **Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

Sometimes there are moments in life when a person feels completely at ease. For some, these moments could be a nap or a home-cooked meal. For others it could be a night on the town, but for Pyrrha Nikos, it was something else entirely; the battlefield, especially that brief few minutes before combat. Ever since she was a little girl, for as long as she could remember, she thrived in the fury of battle, at least as close to it as a child could get. Her parents, recognizing her natural skill, immediately enrolled her into one of Mistral's primary combat academies. By the time she was ten, she had soared through the ranks of her peers as virtually untouchable, and she loved every minute of it. At the age of twelve, she participated in her first tournament, the Mistral Regional Championships, flooring the competition. She would compete three more times throughout her youth, and each time she brought home the championship trophy. She felt it was her destiny to live the life of a warrior.

Yes, Pyrrha Nikos was a rising star of Mistral, and Haven Academy was eager to receive her enrollment. She would have too, if not for her trailing fame. While a master of the sword, shield, and spear, she had spent much of her time either training or in solitude. The pedestal she was elevated to made it near impossible for her to make any real friends or develop lasting connections. People weren't just awed of her, they feared her; they feared feeling inadequate simply standing near her, as if they didn't deserve to. It only became worse after her mother talked her into becoming the mascot for Pumpkin Pete's Cereal, with her face plastered on every box in the kingdom and those beyond. So she did what any rebellious teenager would think to do, if that teenager just happened to be a championship fighter; she left for a different kingdom, left for Vale and Beacon, and it was there she had finally found the companionship she long desired.

She was arguably happy here, happier than she ever was back in her home kingdom. A certain blonde knight with a hapless demeanor who had never even recognize her face, let alone knew her name, helped matters immensely. Jaune Arc had become her first true friend, one that she would forever cherish. As time passed, her circle grew to include Nora Valkyrie, the hyperactive hammer maiden with a heart of gold, and Lie Ren, the soft spoken yet wise boy from a wilderness village; her team. Before she knew it, she had also made friends with Ruby Rose, Beacon's youngest student in recent history, her older sister Yang Xiao Long, the fiery brawler, Weiss Schnee, Heiress of the greatest Dust supplier of the world, Blake Belladonna, the feline shinobi and reformed White Fang member, and Raine Zaffre, a wandering swordsman and her counterpart from Vacuo. Most importantly though, each and every last one of them simply saw her as Pyrrha Nikos, and not just the Scarlet Queen of the Arena, even though Weiss took a bit longer than the rest. It was because of them that she truly thrived.

Which was why this time around, as she prepared herself for another bout in the school amphitheater, her nerves were bristling with excitement rather than the dull throb of mundane duty. She had long memorized the patterns of dressing for battle, from the tightening of straps to the slight clink of overlapping, cold steel plates. Her shield sat comfortably upon her left arm, as did her sword, a short-sword known as a xiphos, in her right hand. These were all familiar to her from practiced routine, but her opponent... the last time she had felt like this was during the final match of her first tournament. Her heeled boots clicked with an echo throughout the locker room as she strode with purpose.

Every last one of her friends were skilled and gifted. Even Jaune, after they had begun their daily training sessions, was progressing far faster than she could ever imagine, and she couldn't be more proud. He was turning out to be a phenomenal Huntsman and a capable team leader, and with his massive reserves of aura still yet untapped, she knew that he was going to become a true force to be reckoned with. Except today was different. Today it wasn't one of her team, it wasn't any of the girls, nor was it just any of their peers that she would be meeting on the battlefield. This was someone whom she had true desire to cross blades with, one whom she had without a shadow of a doubt could match her blow for blow and push her to her absolute limits. He stood waiting for her at the opposite end of the grand arena that Professor Goodwitch had laid claim to that morning.

Raine had changed slightly since Team RRWBY's fateful mission in Mistral. He seemed to stand taller, his aura she sensed had become more potent, despite the life threatening injuries he had sustained. He and Ruby's confession towards each other had also given him an uncanny boost of confidence, teenage hormones aside. If legends were to be believed, he and Ruby were living examples. The Warriors with Silver Eyes, the Guardians as Ruby had told her, was one such legend she had become familiar with in recent weeks, the material tucked deep away in a dusty corner of the school library. Two of her dear friends were the legacy to an ancient order, and she was eager to meet one in the heat of battle.

"You seem to have a bit of a spring in your step today, Pyrrha. Excited?" asked the young guardian as they met in the middle with Professor Goodwitch.

"You are the only one of our friends whom I've yet to cross blades with. I believe there is much we can learn about each other in friendly combat," she replied with a smile.

He laughed with mirth.

"Yes, it would be a nice change of pace for me to push myself without the threat of impending death hanging over my head. I know I've been out for awhile, but do me a favor and hold nothing back."

Pyrrha gave him a confused look.

"Are you sure about that? I don't want the fight to end so quickly."

Raine feigned insult.

"Oh come on Nikos, give me some credit here."

He drew Tempest with a flourish, the runes glowing in preparation for combat, the silver polished blade level with his face. Pyrrha smiled and lowered into her own stance, her sword and shield poised in a phalanx guard. Professor Goodwitch stood between them with her hand raised.

"The fight shall continue until either competitor's aura drops into the red. Begin!"

With that declaration, she dropped her hand and jumped clear. The two young warriors charged at each other, their blades meeting with a furious clang. Raine went on the attack first, stepping forward within her guard and thrusting forward above her shield. She raised it in time to knock the blade aside with the shield's edge. Her counter came swiftly with a thrust of her blade Miló, her strike barely missing its mark as Raine tilted his head to the side. Leaning into his dodge, the guardian rolled around her block and, crouching low, performed a sweeping kick at her legs. She hopped over the attack with ease, but was forced to quickly block a follow up slash from Tempest. The strike knocked her backwards a decent distance, far enough to warrant her use of her rifle. Miló extended into its ranged variant, high caliber rounds releasing from its barrel with a sharp staccato crack.

Raine rushed forward with his Semblance, the wind whipping up around him in a small vortex, parrying the bullets aside with a flick of his blade. Pyrrha met him as she spun her rifle in a flourish around her neck, the firearm extending into its third form, a spear. They collided with a furious exchange of blows. His elaborate cuts were parried by rapid jabs from the undefeated gladiator, the arena filling with the constant ring of steel upon steel.

"Come on Raine! Show her what you can do!" cheered Ruby.

"Hah! Oh please, she has never lost a match, and she doesn't intend to start now," scoffed Jaune.

"Put him into the ground Pyrrha!" yelled Nora.

"What's worse than one peanut gallery? Three," groaned Weiss as she tried to block a coming migraine.

"To be fair, this is a fight that a lot of people have been wanting to see," reasoned Blake. "Even Pyrrha has been itching to fight him."

"Raine is skilled, don't get me wrong," remarked Ren. "But Pyrrha has yet to show her true potential. He's fighting blind. I guess none of us have been able to push her enough."

"Until we went to Mistral, neither did Raine," remarked Yang. "If anyone can do it, it's him."

They continued watching the duel intently, just as Raine took a spinning roundhouse kick to the jaw. His feet kicked up dust as he skid away from her, a hand lifting up to wipe the spittle on his chin. He glanced over at the scoreboard; their auras sat even at 85%.

"Alright, I think that was a pretty good warm up. What do you say to kicking it up to the next level?" he asked as he split Tempest into its dual form.

Pyrrha blinked for a moment, a brief look of anger flashing across her features.

"You mean to tell me that you've been holding back?"

"Hey, don't give me that look. You've been limiting yourself as well."

She smirked, having been caught red-handed.

"Very well, if this will please you."

Pyrrha focused on her aura, mentally releasing the natural blocks she had subconsciously built as a way to challenge herself. The effect was almost instant, with her aura flaring around her in a spectacular display. The roiling energy was deep orange in color and gave off a heating sensation. The release was punctuated by a solid shockwave. Professor Goodwitch raised a brow at this new development. It seemed that Pyrrha Nikos had far greater capabilities than she let on. Her team, naturally, were dumbstruck at her newly revealed power.

"Well that's... new," commented Ren, unable to form proper words.

Weiss smirked.

"I expected nothing less from Mistral's champion."

"Great, between the two of them they'll probably wreck the entire arena. And here I thought that was my gig," commented Yang.

Raine whistled, impressed by her strength. This was going to be fun indeed. He responded in kind, releasing his own aura in similar fashion. A deep blue hurricane of energy whipped around him. Pyrrha had the same thoughts running through her head; at last, someone whom she could call an equal.

"Alright then Raine. Try and keep up," she told him truthfully.

In a blink of an eye, she disappeared from her spot, flash stepping in front of him. Miló came across in a vicious slash to his side, but he was ready and easily parried. In response, he flash stepped behind her, intent on cutting across her back, but a spin on her heel brought Akoúo̱, her shield, to bear and intercept the strike. The two combatants smiled to each other, then proceeded to give their peers a real show as they both disappeared from sight.

Jaune blinked and rubbed at his eyes, completely losing them in their furious exchange.

"They're so fast, my eyes can't even keep up!"

Most people in the audience had similar thoughts, seeing only the brief clash of weapons between the two warriors before they phased out of sight again. The few who were able to follow them were Ruby, Weiss, Blake, Yang, Ren, and Professor Goodwitch, the students eyes shifting back and forth as they watched with bated breath while the proctor examined their styles with a critical eye. A particular powerful clash sent them flying from each other, Raine catching his landing with his hands as he vaulted back to his feet. Pyrrha rolled with her landing, using her momentum to throw her shield from her arm, the normally defensive weapon becoming a deadly disc. A swipe from Raine's sword sent it spinning away. Unknown to him, she still had her Semblance to rely on, subtly waving her hand to avoid attention. Against the laws of physics, Akoúo̱ came spinning back to him, the only sign of its manipulation being a faint dark light surrounding its form. Their peers winced as the sound of a brass gong echoed throughout the arena, the shield bouncing off the back of his head.

Raine lurched forward from the impact, stars swimming across his eyes, ears reverberating with a high pitched ring. Akoúo̱ slid neatly back onto Pyrrha's arm as she smirked triumphantly at her strike. The blow took his aura level down to 60%, giving her a solid 25% lead; the joys of polarity.

"Did you just...?" he started to question, stopping himself when he noticed the smug expression the gladiator wore.

Oh she was going to get it now.

She was fast, that much was true, but he was faster. Fusing Tempest whole again, he rushed forward once more, with Pyrrha bracing herself for the coming impact in a phalanx guard. Before he made contact, as he closed the distance to mere feet, he disappeared once more, startling her with the unexpected movement. The last-minute flash step was all he needed to get around the protective wall of her shield, hooking it with his blade as he held Tempest in a reverse grip. Her eyes went wide as he wrenched Akoúo̱ to the side, his free hand too close and too fast for her to intercept the coming palm strike. The moment before his hand made contact with her abdomen, the guardian let loose a powerful blast of wind, launching her from her feet and spinning head over heels into the arena wall. She impacted heavily, cracks and a humanoid impression appearing in the otherwise unblemished stone. Her aura dropped down to 55%; back on a more even ground.

"That was for giving me a raging headache," grunted Raine, the back of his head throbbing where Akoúo̱ struck him.

Pyrrha gasped for breath as she fell loose from her crater, dropping heavily to her knees as she did so. She wasn't prepared for such an unorthodox tactic.

"So do you still want to keep this show rolling or nah?" he asked her.

She started laughing lightly at him.

"What are you talking about? This is the most fun I've had in years."

Raine returned her smile with one of his own.

"All I needed to hear."

Once more, they rushed forward at each other, their auras having faded from view. Their pace had diminished significantly from their earlier display, their muscles trembling from over-exertion. Miló had collapsed back into its xiphos form, leading to a much closer exchange. Raine jumped with his initial attack, spinning in a corkscrew as he battered Tempest against her shield. Pyrrha countered as he landed, thrusting forward with her blade which he quickly parried. Back and forth they went, raining down blow after blow upon each other, their auras steadily depleting in the melee. Sparks pricked upon their skin from the furious clash, the thought of defeat growing steadily larger in their minds.

"Is... is Pyrrha actually going to lose?" asked a shocked Jaune.

"Hard to say," came Ren's answer. "They're both completely evenly matched. This fight can go in either direction."

At this moment, the fight was going airborne as Pyrrha planted a heeled boot into Raine's chin, launching him into the air. He spun with the attack, righting himself in midair to face her. Drawing Hurricane from his belt, he unleashed the clip at his opponent, forcing the gladiator to seek shelter beneath her shield. The peppering of rounds bounced harmlessly off of Akoúo̱'s face, and when Pyrrha heard the tell-tale click of an empty chamber, she wasted no time and once more threw the shield at her flying opponent. Raine braced himself for the impact, Tempest taking the full brunt of the blow head on. Pyrrha wasn't finished with her assault though. With intricate waves of her hand, her Semblance took full control of Akoúo̱, striking into him multiple times over within mere seconds, the blows keeping him suspended in the air.

" _Damn it, if this keeps up, she'll have me beat!"_

" _This is it; one last strike and I've beaten him!"_

At long last, at least from Raine's perspective, the hits stopped coming, the deadly shield hovering above him. Pushing every last ounce of strength she had left into her legs, Pyrrha shot up into the air after him. Raine watched in confusion as she passed his form, only to widen his eyes in realization as she used Akoúo̱ as a springboard to send her plummeting back down to him. With a roar, she spun them as they fell, her hands in an iron grip on his shoulders. He had only one last shot to save this fight in his favor. With a growl of his own, he formed a protective cocoon around their bodies, the wind spinning them in a corkscrew, his Semblance prepared to take the brunt of the impact. Man this was going to hurt...

A collective gasp rang out loud amongst their spectators as they hit the ground in a massive plume of smoke and dust; Ruby could feel that landing from up in the stands as she bit worriedly at her nails. A wave from Professor Goodwitch's riding crop quickly cleared away the dust.

"Look!" yelled Jaune as he pointed into the center of the arena.

There, buried in a crater, laid both Pyrrha and Raine, battered, bruised and utterly exhausted from their fight, their weapons scattered around them. They both lay sprawled out, gasping desperately for much needed breath. Both of their aura meters were blinking dangerously at 2%; a draw. They lethargically turned to face each other, neither one bothering to try and struggle to their feet.

"Looks like... neither of us... won this round," Raine panted out.

"I wouldn't... exactly... call this a... loss," Pyrrha struggled to reply.

She held out a shaky fist to him, which he met with his own as they both started laughing, at least until he winced from a broken rib.

"Oh god, it hurts to laugh..."

"Honestly Mr. Zaffre, can't you go just one day without wrecking infrastructure?" came the reprimanding voice of Professor Goodwitch.

He gave a sheepish smile, knowing full well this was the second time in two days he destroyed something. With a sigh, Goodwitch lifted the two from their bed of rubble, careful not to aggravate their wounds as she transferred her own aura into them to speed the healing process. When their own auras had been replenished adequately, she set them down upon their feet.

"All things considered, excellent work you two. You should have no issues qualifying for the tournament."

"That is much appreciated, Professor. Thank you for healing us," said Pyrrha with gratitude.

"I'll try to keep the Colosseum in one piece, I promise," declared Raine with an embarrassed smile.

Goodwitch simply shook her head in irritation.

"Given the extent of both of your injuries, no further physical activity for the day."

She then turned to the rest of the class.

"As for the rest of you, continue training hard. The festival begins in less than two weeks, so for anyone else who intends to compete, your time to prepare is running out. Dismissed."

* * *

Beacon's cafeteria was abuzz with talk about Pyrrha and Raine's duel. Even among the exchange students, the prevailing opinion was that the competition didn't stand a chance. Raine shifted in his seat, the constant praise and attention starting to get to him. Only his team flanking him brought him any sort of comfort. He didn't factor in this unforeseen consequence of his performance. It was _never_ this bad back at Shade. The western end of Sanus, with its harsh deserts and unruly characters, demanded skill to survive, so it was expected to train to your hardest. Yang, Weiss, and Nora's efforts to deflect any unwelcome attention certainly helped matters. Pyrrha gave him a sympathetic smile at his plight.

"I know the feeling. Everyday in Mistral was just like this," she told him

"And I have no idea how you coped with it," he replied with a frown as he picked at his chicken.

"Training and solitude, but thanks to you guys, I don't have to worry about that anymore," she told everyone with a smile.

"Speaking of training, we gotta step ours up if we want to keep up with you two," said Ruby as she got up and put both arms around Weiss and Blake.

"I am quite comfortable with my own progression, thank you. I can't just brute force my way through my glyphs," huffed Weiss. "And stop touching me!"

"I think the only one who would really benefit from that kind of training is Yang, since her solution is to punch everything she comes across," Blake supplied flatly.

"And it's worked pretty well so far," the blonde brawler agreed.

Raine shrugged.

"To each their own. The way I saw it, speed is power, so that's where I put my focus. Until I woke up my eyes, using my Semblance at any meaningful level put too much of a drain on me, and with Vacuo being as dangerous as it is, I needed to do something else to survive."

"I think you turned out pretty well, all things considered."

Raine looked up to find Arianna standing over them, with Cyan flanking her.

"Hey Stormcloud, nice performance this morning," she complimented cheerily. "You too Pyrrha. I've always wanted to see a champion fight."

"Thank you, but... I'm afraid you have us at a bit of a disadvantage," the gladiator replied.

Raine almost coughed on his bite.

"Oh yeah, my bad."

He got up to introduce his old friends.

"Everyone, this is Arianna Wukong and Cyan Gideon, my team from Shade. Guys, these are Ruby, Yang, Weiss, and Blake, and on the other side we've got Team JNPR, which is Pyrrha, Nora, Jaune and Ren."

He held out his hand to each person as he listed names.

"Yo," Cyan greeted them simply with a wave, his other hand holding a cup of coffee.

"Hello everybody. Thank you for keeping an eye on my big brother while he's been away; he has a knack for getting himself into trouble," Arianna said happily as she wrapped an arm around his neck, gaining a look of indignation from the boy.

Ruby narrowed her eyes slightly at the familiar interaction between the two, but quickly beat down her jealousy. Raine picked her, even though these two had known each other for years before she had even met him. It would be rude to Raine for her to act out over something so small.

"So you're Sun's younger sister right? Wow, you two look so familiar," she remarked as her eyes dropped to the girl's tail.

"Yeah, but he only calls me younger because he came fifteen minutes before I did. We're twins really."

The monkey girl looked around then leaned in close.

"Just between us, I'm definitely the stronger one. Don't tell him I said that though," she giggled mischievously.

"Oh I like this girl," Yang nodded with approval.

"So Raine, which group is your team?" asked Cyan, redirecting the conversation.

"Oh, that would be us," chimed in Ruby. "My big sister Yang, Blake, Weiss and I'm the fearless leader Ruby! Together, we make up Team RRWBY!"

Cyan barked out a laugh.

"Called it. I _knew_ you were with a bunch of females. He's been staying on his best behavior, right?"

"Ugh... here it comes..." groaned the swordsman.

"I'll assure you that Raine has been quite the gentleman, and I am thoroughly impressed," Weiss stated in her usual matter-of-fact tone.

He let out a breath he hadn't realized he had been holding.

" _Thank you Weiss..."_

"That is... until Ruby is involved."

"Why?!" the two guardians lamented.

Yang immediately jumped on board as she pulled out her scroll, much to the couple's mortification.

"Oh yeah, check this out."

Ari and Cyan leaned in close, with Team JNPR joining them, all gathered around to see what sort of embarrassing position Yang had caught them in. Raine leaned over to Ruby and whispered into her ear.

"Have I mentioned that sometimes I really don't like your sister?"

"You wouldn't be the only one..." she muttered back.

"So we woke up this morning and you wouldn't believe what we found," bragged Yang as she loaded up the picture.

Cyan choked on his coffee, and Arianna put a hand over her mouth as her eyes went wide, trying desperately to contain herself as she looked upon the most adorable thing she had ever seen. Ruby and Raine were cuddled in bed; her arms had tucked against her chest while she pressed her ear to his heart. He had her wrapped in his arms, his chin resting on top her head. Both of them were fast asleep and completely oblivious.

"And to think all this time, with all the girls you've turned down I thought you were gay," laughed Cyan.

"Oh my..." giggled Pyrrha with a slight blush on her face.

"I knew it! We're getting purple chibis!" cheered Nora, earning her a light tap from Ren.

"Not so loud, I don't think either of them want the whole school to hear," he chided her.

Jaune was mock crying.

"They grow up so fast," he sniffled.

"Wow Ruby, I'm impressed," complimented Arianna as she moved to join the two mortified guardians. "You just single-handedly broke the hearts of half of all the girls in Shade."

Rather than shy away, Ruby instead grabbed Raine around the arm, her earlier reservations be damned, startling him out of his own embarrassed stupor.

"Good for them because he's mine, so don't get any ideas," she told the monkey girl hotly, a furious blush on her cheeks.

Arianna laughed even harder at Ruby's possessiveness.

"Relax sweetie; Raine is my older brother, I'm not going to try and steal him away from you. Besides, I'm glad he finally opened up to someone. Even with us, there were some things he kept to himself."

"A man is allowed some privacy in his life, thank you very much," Raine replied flatly, giving a pointed glare at Yang. The brawler stuck her tongue out at him.

"Anyway, I wanted to drop this off before next class; a little something that should help both of you," she continued as she swung her backpack onto one shoulder and reached inside.

Raine lifted a brow at the sudden offer, as did Ruby who had just met the girl; a present certainly wasn't something she was expecting. Out of the pack came a large, brown leather book, its age evident by some wrinkles and faded color.

"What's this for?" Raine asked curiously as he took the tome from her.

She looked around the table to make sure nobody else besides them had been listening.

"It has to do with both of your heritages. I was lucky enough to find _this_ copy."

Ruby looked down at the old book with curiosity. She didn't think any written text on the Guardians still existed, but if her feelings were true, then this could be the key to helping her control her powers. The most she could tell from Raine's duel with Adam, and her own brief uses, was that the Eyes boosted aura and stamina. Other than that, she was completely clueless as to what else they were capable of. The thought of striking down Grimm just by staring at them sounded awesome too. How did she even find this thing?

"Anyway, we'd better get going. It was great meeting you all!"

Arianna waved them goodbye, Cyan settling on a nod, and the pair departed.

"Well, that was... interesting," remarked Blake as she finished up her meal.

"Did you see the muscles on Cyan? I bet he could bench-press me in his sleep," giggled Yang.

"Arianna said that book could help you two with your heritage. Does that mean it's a text book from the old Guardians?" Ren asked Raine, who still held the book in his hands.

"I'll find out later tonight," he replied as he slid the book into his own pack.

"Correction; you'll be finding out tomorrow, because tonight we have a mission," stated Weiss.

Raine blinked in confusion.

"We do?"

"You do?" echoed Team JNPR.

Ruby laughed sheepishly.

"We're going after the White Fang."

* * *

 **A/N: Considering Pyrrha's role in canon, as well as her celebrity status as an undefeated fighter, I figured it wouldn't be much of a stretch to make her a tad stronger. And while I'm not a fan of writing about training (considering many of the longer fics I have read dedicate half of their chapters to training) I will be making an exception for moments when Ruby and Raine make milestones in unlocking a guardian's power. Everybody else will be unveiled in fights. Let me know what you think, and I'll be seeing you guys next chapter!**


	17. Legends and Myths

**A/N: It has come to my attention that some readers might be concerned about too many OC baddies making their way into the story. I try to keep my OCs to a minimum as far as major players go as they distract the reader from the main cast. Additionally, more OCs just means more characters for me to keep track of, which in itself is difficult enough for me as a reader. Should they ever pop up, that is a very long ways away from now when I catch up to the series proper. Still, when I need to make them, I'll do my best to hold them to the same high standard I keep Raine. Now, onward to plot!**

 **Disclaimer: RWBY does not belong to me. Nor will it ever.**

* * *

Of course, even top secret missions undertaken by mere teenagers had to take a backseat for school. If there was one thing Raine didn't miss about being in a coma, it was his perpetual exemption from classes. It could be worse though; even though many of his peers would disagree with him, the swordsman had always found history to be his most enjoyable subject. Professor Bartholomew Oobleck, or Doctor as he would often correct his students, taught a more interesting class than other instructors, at least in Raine's opinion. The man was a genius of all things history and there were very few questions whose answers he wasn't privy to. Tall and lanky, the caffeine addicted Huntsman towered over all his students, his body in constant jitters from his never-ending thermos.

Unlike Goodwitch and Port, Oobleck kept up a much more... disheveled appearance. His sea-green hair was wild and unkempt, messily swept backwards across his head. A long sleeved, white shirt was only halfway tucked into brown-green pants, the collar popped upwards with a yellow tie hanging loosely around his neck, and everyday he never seemed to properly match his shoes. Opaque, round glasses seemed to defy physics and remain "glued" to his face, despite his constant movement. This inattentiveness to personal grooming was made up for in his vast knowledge of the world and events past, which he would eagerly share with anyone willing to listen.

Despite this, Raine couldn't help but start flipping through the tome Arianna had given to him at lunch, completely blocking out the lecture Oobleck was giving on the Vytal Treaty; as far as he was concerned, Weiss could shove it. Ruby sat next to him closely, peering at the worn-out pages with him. Apparently, there hadn't been simply four kingdoms, but five. This fifth kingdom had fallen long before the Great War, located on the largely unknown northern continent referred to in the book as Sanctus, home to the Luxem Empire. The two guardians shared a moment of excitement, hoping against hope that this was more of a history book and not just a collection of tall tales.

"Mr. Zaffre, Miss Rose, please see me after class if you would," came Oobleck's voice, snapping them out of their musings.

"Sorry about that Professor," Ruby laughed sheepishly.

" _Doctor_ ," Oobleck immediately corrected, then launched back into his lesson.

Raine glanced over at Weiss, catching the Heiress giving them a disapproving stare. He shrugged back to her without a second thought. This was their heritage he was trying to uncover. For now though, the tome would have to stay hidden away in his pack.

A row above them in the stadium style seating, Jaune was scribbling away at his notes under the watchful eye of Pyrrha. Since they had begun their training, she had pushed him to his limits and beyond, but more than that, she cracked down on his horrendous study habits as well.

" _A fighter strong in body is only half as good if he isn't strong in mind as well,"_ she had told him.

The young knight, having been given a massive second chance, resolved not to let it go to waste. Much to Oobleck's delight, the boy's scores suddenly showed a massive spike in improvement; all thanks to the incredible scarlet gladiator sitting next to him. He felt like he could never understand why she put so much confidence in him, but she did. He couldn't let that go unappreciated.

"Hey uh, Pyrrha?" he asked tentatively.

"What is it Jaune?" she replied with a look of curiosity.

"I was wondering if maybe... after class today... if you want to that is... we could... get a bite to eat together?" he managed to work out, his cheeks ablaze.

Pyrrha felt her own heart skip a beat, her face coloring a shade of pink. Jaune noticed and, feeling emboldened, pressed forward.

"And then after that, if you don't mind a trip out into town, I got two tickets to the new Spruce Willis movie showing at 8. I hear it's awesome."

Pyrrha put a hand over her mouth to hide her grin.

"And... then maybe after that, we could study together?" he finished, rubbing the back of his head.

She couldn't help but tease him a little bit.

"Jaune Arc, are you asking me out on a date?" she asked, fluttering her eyes bashfully.

He immediately sputtered in embarrassment.

"I-I mean if, uh... o-only if you want to, I mean... I get it if... aw jeez..." he stuttered, tripping over his words spectacularly.

Pyrrha giggled at his lost bravado. He was doing so well too.

"That sounds lovely, and I would be happy to."

"I mean you're probably really busy and- wait what?"

Pyrrha simply gave him a knowing smile and returned to her notes, leaving Jaune thrown for a loop. Did... did she just tell him yes? He looked over to Yang for reassurance, the blonde wearing a massive grin as she gave him a thumbs up and a wink. He couldn't believe his luck; Pyrrha Nikos, _the_ Pyrrha Nikos, was the very first girl to not turn him down. He barely noticed the rest of the lesson, only the bell chime signaling the end of classes for the day.

"You guys go on ahead, we'll catch up," Ruby waved off to the rest of her team as she and Raine stood attentively at Doctor Oobleck's desk.

The caffeine wired Huntsman waited for the class to empty completely before addressing his two wayward students.

"Miss Rose, Mr. Zaffre, while I appreciate when my students freely seek out new information, doing so during one of my lectures is both inappropriate and uncalled for."

"I'm sorry Dr. Oobleck, we didn't mean to be rude," Ruby answered honestly.

"Yeah, we probably should have waited until after class, but this particular book left us eager and asking questions; questions I think you might be able to help us with," explained Raine.

Oobleck's demeanor immediately changed; Raine was playing on his love of knowledge.

"And what dear boy might be the issue?"

"Well... what can you tell us about the northern continent? None of our usual textbooks make any mention of it, yet this book that we have seems to be all about it."

Oobleck adopted a studious pose, his hand rubbing at his chin.

"The continent of Sanctus isn't covered until your fourth year. It is largely unexplored due a very heavy Grimm presence, thus any attempts to fully map and research its shores are met with extreme resistance. I am curious though, how did you come across a book such as this?"

"An old friend of mine found it in the back of a bookstore; she was looking up old legends. She gave it to Ruby and I, thinking it might help us with... well..."

Raine pointed to his eyes. Oobleck understood the message; he hummed in his musing.

"What I can tell you for certain about Sanctus, as we have been able to compile from ancient records that miraculously survived the War, is that it was once considered a "Promised Land" by the old nomads. Its very name, in an ancient tongue, means Sanctuary; the epitome of a safe haven away from the Grimm, but anyone who goes there now would find it to be the complete opposite."

He paused to take a swig from his thermos.

"Its southern shores are lined with dense, temperate forests that are overlooked by towering mountain ranges. Any attempts of expeditions going around the continent by boat are destroyed by wandering aquatic grimm. Most curiously of all however, is an energy field that interferes with the electronics of any aircraft that come within two kilometers of the mountain peaks. The forests below are therefor littered with the wrecks of countless fallen vessels."

"It's as if someone doesn't want anybody poking around," Raine wondered aloud.

Oobleck nodded and took another drink of coffee.

"It is difficult to ascertain any reason to _why_ , when the _how_ continues to elude us. As such, the Four Kingdoms have unanimously decided not to continue any expeditions until technology has advanced further; but in regards to the two of you, I would take any information you do acquire on Sanctus with a grain of salt and no small amount of skepticism. Most authors who write about it fill their texts with empty rhetoric and theories. There is little fact to be found in modern books."

Oobleck finished his coffee with a loud slurp.

"Anyway, the two of you have given me sufficient reason not to assign additional work for your inattentiveness. Study hard and know that knowledge is the greatest weapon you can ever have."

"Oh, Dr. Oobleck? I have one more question; why does Sanctus kinda look like a dragon on the map?" asked Ruby as she pointed to the large world map on the classroom's back wall.

Oobleck glanced up at the map and chuckled.

"Just another tall tale from ancient times. The story goes like this: long before any civilization of man, the Two Creators, two titanic dragons, fought viciously for control of the planet. Back then, the moon was whole and not fragmented as you can see today. Eventually, the story refers to the good dragon, our Creator so to speak, as the one who smote his foe upon the moon's surface, shattering it into countless pieces, but the battle had exhausted the good dragon to near-death. He fell upon the earth, reshaping the land with its tremors. Sanctus is supposedly the crater he formed. Out of spite, the evil dragon upon the moon's surface created the Grimm with his dying breath, thus leading to endless struggle Humanity has dealt with for most of its history. With its own final breath, the good dragon spread its aura, power, and very being throughout the planet itself, creating Dust which has allowed Humanity its greatest chance of survival."

"Whoa..." breathed Ruby. "Way cool."

"And also quite preposterous. Legends are created by people who do not understand extraordinary phenomena in our day to day lives. Now then, off you go children! Your research won't do itself!"

* * *

It didn't take long for Ruby and Raine to catch up to the rest of their team. The swordsman retreated into the bathroom to change out of his uniform while the girls went over their plans.

"I thought that class would never end," groaned Blake as she secured the ribbons on her wrists.

"Alright guys, today is the day. Today the investigation begins!" cheered Ruby as she jumped down from her bed.

"I'm glad you're taking this _so_ seriously," came Weiss' sarcastic remark.

"Hey, we got a plan. That's... moderately serious," defended Yang with a sheepish smile.

"Exactly," agreed Ruby. "Everyone remember their roles?"

"You and I will be headed to the CCT to go over the Schnee Records for any other Dust robberies or inconsistencies. Seeing as how I'm in the family, getting in shouldn't be a problem," explained Weiss.

"The White Fang have regular faction meetings to give out orders and hire new recruits. If I can get in, I can hopefully figure out what they are planning or where they are operating from," said Blake.

"I have an old friend in the seedy side of town who knows practically everything going down in Vale. Getting information out of him shouldn't be too hard," chimed in Yang.

Raine then exited the bathroom, his new outfit also shrouded by a large, midnight black cloak. A hood came with it, currently not in use.

"I'll be running overwatch for Blake since she'll be the most likely to run into trouble. If she needs help, I can move in quickly and cover her until the rest of the team arrives," he stated as he slipped a magazine into a pouch on his belt.

"Great! We'll all meet up with Yang later tonight to go over what we found. Let's do this!" declared Ruby.

"Yeah!"

Team RRWBY glanced at the window where the voice came from, jumping back in shock at the sight of a familiar monkey faunus hanging upside down by his tail.

"Sun!" Blake cried out in alarm.

"How did you get up there?" asked a confused Yang.

"It's easy; I do this all the time," he said confidently, his arms crossed.

"You do what?!" shouted Weiss.

"I climb trees all the time!" he answered happily.

With a swing, he jumped in through the open window.

"So, are we finally getting back at that Torchwick guy?"

" _We_ are going to investigate the situation. As a _team_ ," Blake told him pointedly.

"Sorry Sun, but we don't want to get friends involved if we don't have to," apologized Ruby.

"Pfft, that's dumb. You should always get friends involved. That's why I brought Neptune!" he told them, shooting a thumb behind him at the window.

They all leaned out the window to find Neptune pressing his back flat against the wall, his feet balanced on a narrow ledge.

"Sup," he told them with his usual charm.

"How did you even get up here?" asked Ruby.

"I have my ways," he answered her cryptically. His face suddenly became nervous. "Seriously though, can you let me in? We're _really_ high up."

The young guardian rolled her eyes and extended a hand, which he took gratefully. Once he was safely inside the dorm, she turned to her team.

"Ah well, this can still work. Sun, you go with Blake. Neptune, you can go with Yang," she declared as she pushed the still stiff boy towards her sister.

"H-hold on Ruby," spoke up Weiss. "Why don't you go with Yang. She is, after all, your sister."

"But, then who will go with you?" Ruby asked her.

"Neptune could always come with me," she said nonchalantly, turning her head away to hide her light blush, prompting Ruby to break out in a fit of giggles.

"Neptune, I'm honestly curious how you'd be able to contribute. Sun can do it easily with Blake since he's also a Faunus, but we know almost nothing about you skill-wise," questioned Raine.

"I'm the tech-guy of our team. I mostly help improve and maintain our weapons but I'm also an expert hacker. There's not a single computer system that can keep me out, and if I run into one that can, they won't keep me out for very long," he bragged, but by the tone of his voice, Raine could tell that wasn't just hot air.

"Alright then, that settles it. Neptune, I think you should go with Weiss."

She gave him a very grateful look, which he answered with a subtle wink.

"B-but, what about Yang?" sputtered Ruby.

The blonde brawler laughed and slapped her younger sister on the back.

"Come on sis, I'm not some damsel in distress jumping into the heart of a criminal empire. I can handle myself."

"Ruby, think about it," reasoned Raine as he turned to the Heiress. "Weiss, sure you're President Schnee's daughter and that carries plenty of weight, but there are going to be certain files even you won't be privy to. Remember that Torchwick and the White Fang made off with a lot of weapons tech from Ceres Delta, the type of tech developed by the Atlesian Military. Neptune would be best put to work with you, if his boasting has any weight to it."

"I guess..." Ruby agreed hesitantly. "I still wanted to see the CCT."

"You can check out the tower when we don't have a mission to do. It's not like it's going anywhere," Weiss assured her, as the Heiress dragged Neptune over to her side.

"Alright then, any further objections?" Raine asked his new team. When he received none, he smirked. "Perfect. Let's go hunting."

* * *

Down the hall in another room, Emerald Sustrai reclined in her bed, legs crossed as she watched an interesting video on her scroll. It was just one of countless recordings that had been uploaded to the Net of the Scarlet Queen of the Arena's latest battle; a battle with a largely unknown boy of incredible power. The mocha toned thief whistled as the two combatants phased in and out of sight with their superior speed. If she was honest with herself, she wouldn't mind acting like a proper teenager around either of them. Too bad they had a more important job to do. Her good mood took a nose dive when Mercury collapsed on the bed beside her, sweaty from his daily workout.

"Are you still watching that stupid video? If I didn't know any better I'd say you're developing a bad crush," he said to heckle her.

"Did you seriously lay down on _my_ bed in your nasty, sweaty, smelly workout clothes? If I didn't know any better, I'd say you want two prosthetic arms to go with your legs," she shot back.

"Damn, claws out today huh?" he laughed as he jumped off the bed. "Seriously though, why are you so caught up in that fight? We can handle them no problem. Besides, by the time they realize what's happening, it's going to be too late for them to stop it anyway."

"They, plus the two that stopped us from killing Tuckson, are the only ones who pose a real threat besides the teachers, the Headmaster, and the General. I want to be ready in case we do fight them. The girl is especially dangerous to you."

Mercury waved her off as he stripped from his reeking threads.

"Polarity, I know. That's what I got you for. She can't control what she can't see right?"

"Wrong. She doesn't need sight to feel magnetism. She had her eyes closed the entire time she was juggling Raine in the air."

"So we'll beat her another way. Big deal. She's not invincible. I'll crush them in the tournament, then you'll finally have nothing else to worry about."

She groaned with irritation.

"I will literally pay you to shut up."

"Mercury, be a dear and get dressed. The day is not over yet," came the smooth voice of Cinder Fall as she stepped out of the bathroom.

She was dressed much more like a traditional huntress; a beige, leather sleeveless jacket with cloth bindings across her chest. She wore brown gloves and a leather pauldron on her left shoulder. Gray pants hugged her legs, tucked into rugged, gray boots.

"Oh? And what else do we have on the agenda?" Mercury questioned her as he went to his closet.

"There's a dance coming up in the next few days. It will be the perfect cover to start Phase Two, and I need you two to look the part, so we're going clothes shopping."

She turned to Emerald.

"Did you find out anything else about our two wild cards?"

The thief shook her head.

"Nothing, but I found something else that we might need to keep an eye on."

She got up from her bed and showed Cinder her scroll.

"Pyrrha's Semblance is Polarity, but her opponent seems to have this weird trait where his eyes glow silver when channeling his aura."

Cinder examined the video curiously, surprised they wound up finding a Guardian here. Her master had warned her about their powers, how dangerous they could become once fully trained. But this boy was not trained to use that power. He would be a nuisance at best, an obstacle at worst. She watched his performance carefully, noting that his eyes did indeed glow at the pinnacle of the match. She handed the scroll back to Emerald when the video ended.

"For now we'll stay the course. He has skill but so do both of you. Our main threat is the seeress, which means speed is of the essence before she can build a believable case to Ozpin and Ironwood. While we're here however, I want you two to build a rapport with this guardian's group. After all, arousing suspicion will just make our jobs more difficult."

"Guardian? You can't be serious," said Emerald with a hint of worry.

"Great, does that mean I have to play nice?" groaned Mercury.

Cinder smiled ominously at the teenage assassin.

"Oh have patience Mercury. Soon there will be plenty of blood for you to spill, starting with the Tournament."

* * *

 **A/N: A bit of a shorter chapter here. This would have been longer but our heroes' investigation would have made it too long for my tastes. Considering the subject being dealt with, it was better to cut it in half. On the plus side though, you guys got an earlier update, so woot to that! ZEN, out.**


	18. The Arsenal I Can Provide You

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

"So do you guys usually go running around trying to catch criminals during your free time, or is this just the one big exception?" asked Neptune as he followed Weiss across the grounds to the CCT tower, hands resting behind his head.

"Ugh, I actually prefer the information gathering. Trust me, if it were up to Ruby or Blake, or _any_ of the rest of my friends now that I think about it, we'd probably be out in the wilderness assaulting one of their camps," she huffed in response.

"That sounds... fun," Neptune supplied uncertainly.

"Don't even get me started. On our last mission, the Huntsman chaperoning us had done all but grabbed Blake to keep her from jumping into half an army's worth of soldiers. I'm surprised we ever made it out of that place alive."

"Sounds an awful like something Sun would do, jumping into an army I mean."

"See? You get it!" Weiss agreed wholeheartedly.

Neptune paused as he got a good look at Vale's CCT tower for the first time. A slow whistle made its way from between his lips.

"Wow, that's... definitely bigger than the one in Mistral."

"You should see the one in Atlas; it would put even this one to shame."

"Really? Please tell me more, milady," he lightly begged of her with a bit of a mock bow.

" _Such_ a charmer," she responded with a pretty little blush on her face.

Neptune took the chivalrous route as they approached the elevator, standing aside and waving her in as the doors slid open. With all the air and poise of a noblewoman, Weiss accepted graciously, sliding a cool hand along his cheek as she passed and giving the boy a smile that would infuriate her father. Oh how she loved to be waited on.

" _Whoa, what a woman,"_ he thought as a goofy grin broke his normally cool demeanor.

He must have zoned out for longer than he anticipated, because the Schnee Heiress lightly coughed to get his attention.

"Earth to Casanova; you getting in or am I doing this on my own?" she asked as her foot tapped impatiently.

The inquiry brought Neptune out of his daydreaming, and with a nervous chuckle, he joined her in the lift as the doors shut behind him.

"Anyway, the CCT was Atlas' gift to the rest of the world following the Vytal Treaty. It was developed by our nation's greatest minds as a means of instant and reliable communication across its territories. Following the War, as a show of good faith to the other three kingdoms, the ruling council decreed that such advances were to be shared with their neighbors, and assisted in the construction three additional towers, each one located at the other academies. Considering Vale's natural barriers was found in mountain ranges, a much taller spire would be needed to maintain an uninterrupted transmission with its neighbors."

"Assuming nothing happens to the towers themselves," Neptune chimed in.

"Exactly," she responded with a nod. "The towers are so reliant on each other, if one were to fall or simply be switched off, the others would be rendered inoperable to anyone living outside of the host kingdom. As they are right now, it would take months to re-calibrate the signals to operate at the same capacity."

"Sounds like a crippling design flaw if you ask me," the boy mused out loud, rubbing his chin in thought. "All someone would have to do is knock out one tower to render the Kingdoms blind to one another."

"Which is why they are located at the Hunter Academies, surrounded by literally the strongest each kingdom has to offer. Besides, it would take more firepower than the entire Atlesian Navy combined to knock one of them down."

A chime signaled they had reached the top of the tower, giving way to the same lobby Weiss had found herself in a month ago. She curtly waved down the receptionist AI and made a beeline for a secluded corner where she and Neptune would be able do their work without any interruption. Seating herself at the console, she quickly set to work, bringing up the Schnee Company website and logging into her personal account within a matter of seconds.

"So what is it exactly that we're looking for here?" asked Neptune as he watched from over her shoulder.

"Dust robberies, missing munitions or tech, terrorist attacks on company assets, so on and so forth. The White Fang have been plaguing my family's company for years, so it would be no surprise if we were still target number one for their proclivities."

A large array of reports and file folders lit up across the screen, drawing an awed look from Neptune. The White Fang certainly were busy if every last one of those folders reported on an incident they had been involved with. Curiously he noted that, considering each one had an accompanying date, the frequency of attacks seemed to spike about five years ago. The numbers would then dwindle as time went on from that point, though the incidents themselves, as they had learned as Weiss clicked through each report, were becoming more bold and violent, culminating in a public execution on Atlas networks of key Schnee Company personnel. He warily watched Weiss for any reaction, knowing that the incident couldn't have been easy on the young Heiress. Her voice snapped him out of his thoughts once more.

"Hey check this out," she told him, the cursor hovering over a folder labeled _Top Secret_. "This took place about a week ago."

Neptune leaned in close as Weiss clicked to access the file, only to get a blatant red message about improper credentials.

"Rats, this information is restricted to Atlas Specialists and their chain of command," she griped, leaning back into her chair with her arms crossed.

Neptune simply smirked and cracked his knuckles.

"No worries my dear; if you would be so kind as to stand aside, the Master can work his magic fingers," he boasted, pulling her seat out for her as she stood.

"Oh really? I'm starting to wonder if you were just bluffing to Raine just to spend the day with me," she challenged haughtily.

"Not a chance. If I hadn't enrolled at Haven with Sun, I would have ended up in Mistral's Intelligence Corps. Seriously, since I was a kid I always had a knack for computers and tech," the hacker explained as he set to work.

After logging Weiss out of the system, he plugged in his scroll to the receptacle, its screen glowing with a faint, red light.

"What's that for?" Weiss questioned as the scroll loaded a separate program on the monitor.

"It's a masking program. On the off-chance we get caught, we wouldn't want to incriminate your school now would we?"

A second window, this time with a loading bar, appeared in the middle of the screen, constantly flashing as the programs set to work on forcing their way into the Schnee mainframe with a rapid repeating input of randomized login credentials. Steeling himself for the coming task, Neptune reached up to his goggles and pulled them down across his eyes, the lenses lighting up with a sudden myriad of icons. The current window closed, replaced with a new one with a black background. His fingers blurred across the keyboard, inputting commands and script lines that, to Weiss, might as well have been an ancient language.

Weiss wrung her hands nervously as she let the hacker work. She wasn't sure if she should be scared or impressed at his craft. If he really could break into classified reports privy to only Specialists, it would represent a massive security breach in the Kingdom's mainframe. Still, their overall goal was more important at the present time, considering lives could very well be resting on these reports.

"Got it," he cheered quietly, the contents of the folder suddenly revealed to them.

The Heiress felt her blood chill when she quickly read over the report's contents.

"No way, they managed to grab _those_?"

Neptune scrolled further down, revealing an image of a massive robot. The bipedal monstrosity, if he was reading the data correctly, would tower over a two story home and could block a three lane highway with little effort. Its massive arms showcased energy cannons in the palms of its "hands" with wrist mounted double-barrel machine guns along the sides. Poised on its back were several rocket launchers. In the center body of the machine was what appeared to be a cockpit for a human occupant, implying that these were not automated like he first thought, but rather a glorified suit of power armor for a soldier. It's name was the Atlesian Paladin Assault Mech.

"That's... a lot of firepower," Neptune said slowly.

"The reports are saying that over twenty of these things went missing when a train was attacked outside of Vale. How though?" she wondered out loud, but ultimately shook the thought from her mind. "We'll read up on this later; just copy the files for now and we'll report back to the group."

"Already done," assured Neptune as he pulled his scroll free, the windows closing automatically.

To the next average user, one would never know the system had just been tampered with. Speaking of tampering...

"Hey Weiss? Can you do me favor and like... keep this on the down low about my skill-set? I'd rather not get hung out and strung up by Atlas for military espionage against the Kingdom."

She developed a sinister smirk and tapped a thoughtful finger along her chin.

"I don't know... it _does_ represent a massive security breach in our cyber defenses..."

His complexion went as white as her namesake, causing her to giggle in amusement. She closed the distance between them with a saucy strut, taking that same finger and tracing it along his jawline.

"Oh Neptune, don't you worry your pretty little face. As long as you keep me happy and stay on my good side, you'll have _nothing_ to worry about."

She put emphasis on that last bit with a light tap to his chin. The young hacker swallowed a lump in his throat; his body shivered with half unease, and half excitement. How did he ever get himself roped into something like this? Oh yeah; because he was an absolute sucker for high-maintenance women.

* * *

"So say we do end up finding them, the White Fang I mean. What do we do from there?" asked Sun as he, Blake, Raine, and Ruby walked down a street leading to Vale's industrial zone.

"We're there to investigate, nothing more. We're not out looking for a fight," Blake told him simply as she led the group to the rumored meeting point.

Sun scoffed.

"You kidding me? One of us is worth like... twenty of them. We can handle it no problem."

"Sure, I'd love to see how long your aura holds up against twenty sets of plasma blasts," snorted Raine with a smirk on his face.

"That's because you're not supposed to just stand there and take the hits, dumbass."

"Whatever it is we find, we're not supposed to fight them. Raine and I are here _only_ if you two get caught and need backup," reasoned Ruby.

"A plan we're going to stick to, which means if either of you two idiots are getting any ideas on playing hero, just leave right now," Blake told them without leaving room for argument.

Raine held up his hands defensively.

"Read you loud and clear."

"Pfft, you guys are no fun," pouted Sun, though he still relented.

Ruby shook her head at Sun's demeanor. The guy always acted like he was itching for a good fight. Hopefully he wouldn't jump the gun when they needed him to stay quiet. Still, Blake was pretty capable of reigning him in. The thought brought a smile to her face; they seemed to make a good couple. Light and shadow; it was almost poetic. Briefly, she wondered if Yang would ever find anybody. Granted, she wouldn't have to look far; her older sister was just one of those women that radiated the type of beauty that would bring guys running, if her popularity at school was any sign. At one point, Ruby even hoped to grow up like her older sister, not just in looks but in confidence with people as well. Here's to being socially awkward...

A flash of ginger broke her from her musings. Doing a double take, she swung her head right and caught the sight of a familiar individual rounding the corner.

"Penny...?" she said under her breath.

"Hmm? Did you say something Rubes?" asked Raine as he glanced over to her.

"Oh jeez, sorry guys but this can't wait. I'll catch up to you later!" she hurriedly rambled off then disappeared in a rush of rose petals, leaving her bewildered friends behind.

To a spectator, Ruby using her Semblance would always look like a swarm of rose petals traveling at high speed. She never truly understood where the petals came from or if they had any greater significance than simply some pretty visual symbolism, but as she learned and grew as a Huntress, she slowly began to realize that calling it "speed" didn't fully give it justice, since plenty others could achieve speed from physical training. Whatever it was, it certainly helped her catch up to one very important person before they disappeared once more into the maze of Vale.

"Penny! Wait up!" she called as she dropped out of her Semblance.

The ginger headed girl turned around and gave Ruby an odd look.

"I'm sorry, do we know each other?" she asked her with confusion.

"What? What are you talking about? It's me, Ruby!" the young guardian pushed. "What happened to you? You just disappeared from the docks!"

"There... appears to be a misunderstanding," Penny repeated with that same aloof tone, this time accompanied by a hiccup. "I'm afraid you have me confused with someone else."

With that statement, Penny made to leave, but Ruby wasn't taking that for an answer.

"Penny, please stop!" she plead with her, stopping her when she grabbed her by the arm. "You have to listen to me. Those guys we fought at the docks, we think they're up to something big, something bad! You have to tell me what happened to you that night, _please_."

Penny gave a downcast look. Sighing, she did a quick glance of their surroundings before leaning in to whisper into Ruby's ear.

"It's not safe to talk here. Come on," she told her and was off walking again.

Ruby followed after with concern, glancing around at her surroundings as Penny lead her through a weaving path between buildings and down back-roads. It wasn't until she came to a stop on a much less crowded street did she slow down enough for them to walk side by side.

"I really wish I could help you Ruby, but I don't know anything about those men," Penny told her truthfully.

"Well, what happened to you that night? We were all together and then you just disappeared. Were you kidnapped?" Ruby asked worriedly.

"Oh no! Nothing like that," Penny denied. "It's just... I've never been to another kingdom before. My father asked me not to venture out to far and... please understand though. My father loves me very much; he just worries a lot."

Ruby huffed in understanding.

"Believe me, I know the feeling."

Penny smiled in appreciation.

"So... why didn't you tell us you were ok?" Ruby pressed further.

"I... was asked... not to talk to you, or Blake, or Yang, or Weiss; anybody really."

"Was your father really that upset?"

"No, it wasn't my father who came to get me."

There conversation paused when they heard an amplified voice pitching a demonstration about some new tech. The two girls rounded the corner into a massive plaza where a large crowd had gathered in front of the hologram of General Ironwood. Beside him were the AK130 mechs, the current model for security androids that Atlas had employed across the globe, and they were standing in front of a pair of storage units that were set beside the projector. Ruby, being the natural tech and weapon geek she was, had immediately been drawn in by the demonstration, despite the nervous glances Penny was throwing towards the Atlas soldiers currently present in the plaza.

"They have done a fine job wouldn't you agree, wouldn't you agree!" the General spoke to the crowd, gaining a massive round of applause.

"But the Kingdom of Atlas is also a kingdom of innovation, and for us... well, fine just isn't good enough."

The storage units slid open, revealing the larger, newer looking mechs that awaited inside.

"Presenting the Atlesian Knight 200."

The mechs stepped forward, kicking the older models to the ground.

"Smarter, sleeker, stronger, and admittedly less scary..."

To emphasize that last point, the robots made very human-like, albeit cheesy gestures.

"These models will become fully active and integrated later this year, but they won't be alone. The Atlesian Military has always been supportive of the idea of removing men from the battlefield, and while our advances such as the Knight Series mechs have certainly helped in that regard, we still understand that there are many situations that require a more... human touch."

"Ruby..." Penny said nervously, trying in vain to get her friend's attention.

"Ruby!" came another voice, snapping the girl out of her awed reverie and startling Penny.

Raine came running up behind them, immediately coming up to the young guardian.

"Raine, what are you doing here? What about Blake and Sun?" Ruby asked with confusion.

"Blake gave me the address of the place and told me to come find you. What was that all about? You rushed off with barely any explanation," he asked animatedly.

"Ruby, is this another one of you friends?" asked Penny, gaining Raine's attention.

"Oh, sorry about that Penny. Raine, this is Penny. We met while you were still unconscious."

Raine looked over to the girl in question and gave a sympathetic smile.

"Sorry if I scared you at all. My name's Raine, it's nice to meet you," he told her as he held out his hand.

Penny wasn't paying attention though, her gaze turned to a pair of Atlas soldiers who had noticed them. Without a word, she bolted and sprinting down an alleyway.

"Penny, wait! Where are you going?!" Ruby yelled after her.

"Hey Ruby? Time to go," Raine told her, tugging on her arm.

The soldiers were running towards them. Turning on their heels, the two guardians gave chase after Penny, vaulting over trash and crates as they went.

"Split up," Raine told his girlfriend. "I'll hang a left, you catch up to Penny."

"Got it," she replied, quickly extending Crescent Rose and collapsing a stack of crates behind them, trying to block off the soldiers.

They split at the next intersection, with Ruby using her Semblance to catch up to her fleeing friend. As she closed the distance, she wrapped Penny around in her arms, much to the girl's surprise.

"This way," Ruby told her.

Straining against the surprising weight that Penny had, Ruby took off as she pushed herself beyond her usual limits. Debris got sucked into the vacuum the pair left behind in their wake, but despite the added speed, they didn't get too far as Ruby fatigued far too quickly. Her vision blacking out for a moment, she dropped them out of their boost prematurely, sending them tumbling into the street. Ruby shook her head, trying to clear her vision when the sudden blaring of a truck's horn brought her back to reality. She hardly turned to face the oncoming vehicle when Penny suddenly shoved her aside. Ruby tumbled across the pavement, her eyes wide with fear as the girl took the truck full force.

Arms outstretched, Penny stood firm and, with her bare hands, stopped the truck dead in its tracks, her feet digging an impressive crater into the ground. Ruby had a look of shock on her face as the normally dainty girl performed the impossible, even for hunter standards. It wasn't just a truck, but a semi. The front of the vehicle had caved in slightly where Penny had caught it, a light cloud of steam suddenly spewing forth from the engine block.

"Are you ok?" Penny asked the driver, who gave her a nervous nod.

"Penny...?" Ruby asked nervously.

Realizing what she had just done, Penny became extremely nervous, her arms trembling as her head swung left and right at the growing crowd. Raine came skidding around the corner, having heard the crash and fearing the worst. He barely caught a glimpse of Penny standing in front of the crashed truck, completely unscathed, before she took off running again, shoving her way past Ruby.

"Penny, come back!" the girl plead with her as she gave chase.

Noticing that the two soldiers who were chasing them had caught up, Raine ducked back behind a different alley, so as to not lead them to the girls. As for Penny, she slid to a stop as she came to an intersection between buildings, berating her own carelessness in public. She jumped with fright when Ruby caught up to her.

"Penny please! What is going on? How did you do that?!"

"I-I can't!" she stuttered in response. "Everything is fine!"

A hiccup forced its way out of her throat.

"Penny I'm begging you, _please_ trust me! As a friend?"

Penny seemed conflicted with herself. Once more, she skittishly looked around her surroundings, hoping no one else was present. She then stepped forward and took Ruby's hands in hers.

"You promise to trust me right? You promise you're my friend?"

"Yes," Ruby repeated to her without hesitation.

Penny's gaze went downcast.

"Ruby..." she told her, revealing the steel in her hands. "I'm not a real girl."

"... oh. Penny I... I don't really understand," Ruby admitted.

"Most girls are born, but I was made. I'm the world's first synthetic human capable of generating an aura," Penny explained, her mood saddening once more. "I'm not real..."

Ruby took Penny's hands into hers once more, taking another look at the polished steel that had been rubbed into the open, but rather than shove her away, the young guardian clasped her friend's fingers shut and looked her in the eye with a smile on her face.

"Of course you are," she told her. "You think that just because you've got nuts and bolts instead of squishy guts that you're any less real than me?"

"I don't... um..." Penny hesitated before leaning in. "You're... taking this extraordinarily well."

"You're not like those things we saw back there. You've got a heart," Ruby expressed to her further, tapping on her chest with her finger, "and a soul. I can feel it."

Penny felt the words sink in, along with the joy that they brought. If she could cry, she would.

"Oh Ruby, you're the best friend anyone could ever have!"

Without warning, the android girl quickly wrapped Ruby in a strong hug.

"I can see why your father would want to protect such a delicate little flower!" Ruby struggled to make out under the bone-straining force.

"Oh, my father is very sweet. He was the one that built me, I'm sure you would just _love_ him," Penny told her in her usual cheerful self as she let the poor girl free.

"Oh there you two are," came Raine's voice as he joined them from around another corner, having lost his pursuers. "I saw what happened with the truck. Are you ok?"

"We're fine," Ruby assured him, but then noticed Penny's sudden unease. "Penny it's ok, you can trust him too. Turns out Penny is an android."

Raine looked at the girl in question with surprise, who lightened up when she decided to trust Ruby.

"Salutations Raine, friend of Ruby," she told him happily.

"H-hi there," he said uncertainly. "So you're an android then? Huh, that's neat."

"So you're father built you all by himself?" asked Ruby.

"Oh no, he had some help from Mr. Ironwood," answered Penny.

"Wait, the General? Is that why those soldiers were chasing you?" inquired Raine.

"They like to protect me too!"

Ruby snickered.

"They don't think you can protect yourself?"

"They... don't think I'm ready yet. As a synthetic huntress, it will one day be my duty to save the world. That's why my father let me come to Vale to fight in the tournament, so that I can learn from real hunters and test myself against those who protect us every day."

"Penny, I don't understand. Save the world from what? We're in a time of peace," emphasized Ruby.

Raine almost said something, but held his tongue. He wasn't sure if he should pick now of all times to let Ruby in on the secret meetings her uncle wanted him to be a part of. Instead, he turned his attention to the shouting coming from down the alleys.

"We need to leave, now," Raine told them, suddenly grabbing Ruby by the hand.

"You guys go on ahead, I'll be fine," Penny told them confidently.

"But Penny, you don't have to go with them. I can help you!" Ruby protested.

"Don't worry Ruby, they're not bad people. I just don't want to get you guys in trouble. Just promise me, don't tell anyone about my secret. Ok?"

"We promise," Ruby told her as she gave in.

"Come on, we'll use the roof," Raine told her as he wrapped her in his arms.

Pooling his aura into his legs, he jumped with enough force to clear the building, taking the pair out of sight. When they landed, Ruby separated herself from her boyfriend and laid flat on the asphalt as she eavesdropped on the soldiers. Penny greeted them in her usual cheerful self, completely denying to them that she had ever met Ruby and Raine. After a bit of questioning and a reprimand for stopping the truck, the soldiers took her away.

"I hope she'll be ok," Ruby said worriedly as she watched them leave with her friend in tow. Raine put a comforting hand on her shoulder.

"She'll be fine Rubes. Come on, we gotta catch back up with Blake and Sun. They've probably found the meeting place by now."

* * *

Blake traced her fingers over the three-pronged scratch mark on the wall of a warehouse. Peeking around the corner, she watched as an elder gentleman waved forward two faunus into the warehouse. Her face set in a determined frown, she turned to her current partner in crime.

"This is the place."

"You sure?" asked Sun, for which she gave him a flat glare. "You know what? I'll just take your word for it."

Blake shook her head in annoyance and stepped out from the shadows, pulling her bow free. The two kept a brisk pace, wary of the White Fang guards that were stationed along the rooftops above them. If any of them had been one of the soldiers they fought at the docks, this would be a very short mission. The doorkeeper gave them a curt nod when he noticed their animal traits, and handed them each a signature mask that the White Fang had become famous for. Sun felt a chill go up his spine as he stared at the polished ceramic. Why would supposed freedom fighters choose to wear something so hideous?

"Hey Blake, I gotta ask; what's the deal with the masks? I mean, if you believe what you're doing is right, then why hide what you are?"

"The masks are a symbol. Humanity wanted to make monsters out of us, so we donned the faces of monsters," she explained to him simply.

"Grimm masks..." noted Sun. "That's... pretty dark."

"So was the man who started it," she told him as she fit the mask over her face.

"Always sunshine and rainbows with you..." Sun grumbled.

She always hated these things, even when she was still one of them. In hindsight, they probably were the first sign of Adam's growing darkness. She wanted the gap between Humans and Faunus to be bridged by peace, not by fear, but her voice would speak alone amongst the White Fang. She wouldn't be that foolish.

The pair made their way to the gathering chambers in the warehouse proper, following the barked out orders of the soldiers present along with the other new bloods. They were segregated between new and old, with hundreds of uniformed White Fang present for the meeting. Blake recognized the soldier standing on stage; one of Adam's lieutenants. Behind him as the backdrop was a massive, black canvas painted with the red logo of the group. They had arrived just in time, because the man had started speaking, his voice amplified by the microphone on his collar.

"Thank you all for coming. For those of you joining us tonight for the first time, please allow me to introduce a very special comrade of ours. I can assure you, he is the key to gaining what we have fought for all these years, and with his help, our victory is now closer than ever."

"Hey, is that...?" asked Sun under his breath, nudging Blake with his elbow.

"Torchwick," she ground out in an angry whisper, the thief twirling his cane as he stepped out on stage with a lit cigar in hand.

"Thank you so very much, please hold your applause," the thief announced, seemingly oblivious to the chorus of jeers and insults rising from an unruly crowd.

"What the hell is a _human_ doing here?" yelled one of the new recruits.

"I am so glad you asked dearie, because I'll be the first of my kind to tell you; humans... are _the worst._ Case in point," he continued with his speech, nonchalantly referring to himself. "So I understand perfectly how you all would love to see every last one of us locked up, or better yet even... killed!"

"Is he going somewhere with this?" muttered Sun, to which Blake shushed him.

"But, before all the claws come out, I would like to mention to everyone here that you and I have a common enemy; they are the people pulling the strings, the ones in control. Governments, the military, the police, even the _schools_ are the ones responsible for _your_ lot in life!"

His rhetoric was changing opinions quickly, if the new rise of cheers was any indication.

"Each and every last one of them are all _pests_ that need to be dealt with. Fortunately for you, I am the most qualified exterminator around... no offense to any rodents in the room."

With a snap of his fingers, the canvas was yanked away, revealing to everyone the massive form of a Paladin Assault Mech. Unlike the ones in the propaganda ads, this model was painted a dirty bronze in color, with the red symbol of the White Fang sitting proudly on its shoulders. Sun gulped down a lump in his throat.

"That's... a big robot."

"How did he get that...?" asked a worried Blake.

"As some of you may have heard," continued Torchwick, "this lovely piece of tempered steel is Atlas' newest line of defense against all the big, bad, scary things in the world, but I ask you; for what could they possibly need so much firepower, when a competent Huntsman with a mere sword can slay whatever Grimm comes knocking at the doors of a kingdom?"

The anger in the crowd was rising as people followed the same connected dots that Torchwick was working to feed them.

"It's simple my friends; Atlas has branded you, the White Fang of the Faunus, as Public Enemy Number One, here to ruin the happy superiority that Humanity has sat on and enjoyed hoarding over your heads for centuries. Personally I would consider that the greatest of compliments, because the most powerful kingdom _in_ _the world_ considers you, a ragtag bunch of freedom fighters, to be a threat. And now, thanks to my employer, we've managed to snag quite a few of these bad boys before they hit the shelves. Now, this is the part where you will need to make a choice. Many of your brothers and sisters have already relocated southeast of the Wall, and if you simply wish to remain within the city limits, that is perfectly fine. _But..._ " he paused for effect, "if on the other hand you are ready to truly fight for what you believe in, then _this_ ," he announced, tapping on one of the Paladin's legs, "among many other toys, is the arsenal that I can provide you. Any questions?"

A roar of applause rose up from the crowd like a thunderstorm. Roman Torchwick drank up every last drop of attention that was being thrown at him, his smug look all the confirmation Blake needed; this man's silver tongue was going to bring about another war between Humans and Faunus. At the command of the Lieutenant, the new recruits began filing forward to receive their uniforms.

"What are we supposed to do now?" whispered Sun as he and Blake stalled in the crowd.

"I'm thinking," she whispered back.

Their hesitance didn't go unnoticed, as their inactivity drew Torchwick's gaze. He paused in his self glorifying and narrowed his eyes. Recognizing the head of blonde accompanied by black kitty ears, he threw down his cigar and stomped it out. Swinging Melodic Cudgel in his hand, he stalked forward, the order to seize them sitting on the tip of his tongue.

"He sees us," Sun muttered nervously.

"He can't see in the dark," Blake answered confidently.

Her hand swung back and grasped Gambol Shroud. Taking careful aim, a single shot rang out, startling all in the warehouse. The bullet soared true, striking an electrical panel and killing the lights. Under cover of darkness, Blake and Sun navigated the chaos with their night vision, striking down any White Fang that moved to grab them.

"Sun, the window!" Blake yelled to her partner as the boy in question chose to vault off of Torchwick's shoulders.

"Don't let them get away! Stop them!" came the thief's barking orders.

In the darkness, the whirring of an engine sent a rumble throughout the warehouse. The Paladin came to life.

* * *

 **A/N:** **Going to cut it off here, to prevent an over bloated chapter. To be honest, I felt that in the show that Sun and Neptune were kind of... discarded I guess in the greater scheme of things. Granted, that's starting to change in Volume 4, but alas this is the one flaw for a web-series like RWBY; fifteen minute episodes give very little room for any characters outside of the main cast, and I think Rooster Teeth is starting to realize that. Anyway, I hope you guys enjoyed the latest chapter. See you next time!**


	19. From Shadows

**A/N: To anybody who might think the pain of loss seems too familiar, it's because it's a very common theme among action animes. My personal introduction to such a thing was in Dragon Ball Z, as it probably was for many people. One of my reviewers mentioned the Sharingan from Naruto, definitely got a laugh out of me that's for sure. To be fair, RT made the pain of loss the key to Ruby awakening her eyes in Canon, so that aspect at least will stick for this story. Now, onto chapter 19!**

 **Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

Yang Xiao Long let out a long string of curses as she left Junior's Club. She took back what she said about him earlier; the guy was completely useless. After being greeted at the door at gunpoint by his men, they had a long discussion over drinks in regards to Torchwick and his plans. Needless to say, Junior was far less receptive to the questioning than she expected. Maybe in hindsight she shouldn't have wrecked the entire place the last time she visited. Throughout the entire conversation, he maintained that he had no idea what happened to Torchwick, emphasizing that they had only talked the night Yang showed up; he came to hire some of his men for a job, left, and disappeared. His men never returned to the club. At least she got her strawberry sunrise out of it. Huffing to herself, the brawler mounted her motorcycle, a luxury piece of hardware she affectionately named Bumblebee. As she reached for her helmet, her scroll began buzzing with an incoming call.

"Hopefully Blake and Sun had better luck," she muttered to herself as she answered the call.

"Everyone, we need backup. Torchwick has a giant mech and we need-" came Blake's voice.

"HEEEEEEELP!" interrupted Sun's terrified cry.

"Where are you guys?" Yang immediately answered.

"We're headed west along the main highway. Look for the mech, you can't miss it. We'll try and draw him away from the crowded areas. Hurry!" Blake pleaded as she cut the transmission.

Yang let a smirk grow on her face as she hit Bumblebee's ignition. No way she was going to miss something like this. With a roar, she sped away from Junior's Club. Hanging a left at the next intersection, she skillfully navigated the streets at high speed, the wind whipping her hair about behind her. She was approaching the on-ramp for the freeway when she felt a large weight land in the seat behind her. Had she been a novice driver, they would have wrecked. Turning her head to scold and probably blast the new passenger, shock filled her features when she noticed who it was.

"Raine? Where the hell did you come from?!" she yelled over the noise.

"Nevermind me, just drive!" he yelled back.

Saving her questions for later, Yang yanked on the throttle, lifting Bumblebee onto its rear tire as she weaved in and out between traffic. If he managed to find her, that meant Ruby wasn't too far behind. Up ahead of them about half a mile was the Paladin mech, lumbering across the busy lanes, tossing and shoving aside other cars. Yang growled under her breath; the guy was murdering people without a care. Behind her came the roar of several more motorcycles. Raine looked over his shoulders to see several heavy cycles driven by White Fang soldiers gaining on them. The things were massive, with two pairs of tires kept close together on the axles, their bodies a heavy yet archaic industrial style. Mounted on the sides were machine guns.

"These guys really want us dead this time," he told her. "We got company on our six."

As if on cue, the two leading bikes opened fire on the pair, sending high caliber rounds whistling over their heads. Yang took to a zigzag pattern, using other wrecked vehicles as cover. The streams of bullets dug long trenches into the ground. Raine hissed as a round grazed his arm, tearing into the skin and sending droplets of blood flying in their wake. His aura was quick to repair the damage though.

"Great, now what? And I still have no idea where Weiss and Neptune are," griped Yang, wincing at the ting of a bullet bouncing off of Bumblebee's reinforced frame.

"I'll let you know when the first one comes up on us. I'll need you to line us up, then I'll take care of the rest. Once I'm gone, gun it. Cool?"

"Alright, but if you end up sending us flying and landing and splattering across the pavement, I'm killing you myself," she replied hotly.

"Just trust me!"

Following his direction, Yang cut down on the throttle, allowing their pursuers to gain ground. Once the first one had caught up, just like he had instructed, she brought Bumblebee alongside him, surprising the thug. With a grunt, Raine pushed off of her shoulders and jumped to the other bike, allowing her to take off at her usual speed. The swordsman got into a brief struggle with the soldier, striking him multiple times to the back of the neck, followed by bashing his face in-between the handlebars. As his grip went limp, Raine shoved him aside, sending him tumbling across the street.

Quickly, he took the driver's place, seizing the handlebars and riding the throttle in controlled bursts before the bike could fishtail out from under him.

"Damn, not my greatest idea in hindsight," he muttered to himself, now realizing he had never driven a bike before. "Oh well, first time for everything."

He looked around his surroundings, taking count of the remaining bikers; five bikes in total. Time to get to work. Hitting the brakes quickly, he fell back behind the group, surprising the other riders as they craned their heads back to try and keep an eye on him. Picking a button at random, Raine smirked as the barrels of the mini guns spun up. Moving in behind the first bike, he pulled a second trigger on the handle bars and the tell tale "brrrrrrrt" of high velocity lead rang out across the highway. The volley shredded the rear tires of the bike, sending its rider careening into another wrecked vehicle.

"One down," the guardian said to himself.

Realizing the danger he posed, the group split in half; two fell back to engage him, and the other two sped up to catch Yang. Raine frowned as the two who stayed behind drew their personal weapons from their holsters. Machine pistols lit up on their target, forcing him to drive erratically to avoid getting riddled with lead. A hard swing to the left brought him in contact with a biker. The two struggled for control, each pushing the other through debris and surviving traffic.

" _Not good, I need to get some distance between us,"_ thought Raine as the White Fang soldier fought him tooth and nail for control over his bike.

Too late for either of them though. Raine's eyes widened when he realized they were approaching a pile up at high speed. Drawing Tempest from its sheathe, he sliced down at the other bike, forcing the rider to break off towards the left; big mistake, as the only way through the wreckage was on the right. As Raine sped off following his second pursuer, the first knew nothing more as he went up in a ball of flame and shrapnel, the bike detonating with a brilliant explosion. With Tempest still in hand, Raine came up alongside the other biker, who had been expecting his comrade to join him after taking care of the kid. Instead, the rear end was sliced in two at the rear wheel, sending him careening into the guard rail. All that remained were the two still on Yang's tail.

Raine accelerated as much as the bike could muster, splitting Tempest into its dual form. With a blade in each hand, he cruised up and in between the two remaining bikers. A swing of his blades took out the bikers' tires, sending the two riders into a violent tumble of dirt, smoke, and twisted metal. With the both of them now in the clear, Raine sheathed his sword and came up beside Yang.

"You alright?" he asked her.

"I got a couple holes in one of my favorite outfits but yeah; I'm fine. Did you take care of them all by yourself?"

"More or less. Any sign of Sun and Blake?"

"Kind of. That thing is a lot faster than it lets on. They've only been able to keep ahead by jumping onto other vehicles."

Raine swore under his breath and hit the throttle of his bike, Yang close behind him. Their engines roared as they finally closed the distance with the massive mech.

Up in the cockpit, Torchwick grumbled under his breath as a rapidly beeping notification on his heads-up display drew his attention. A rear-view camera revealed two motorcycles gaining on him. The first he didn't recognize, but the second he knew from somewhere else; a botched robbery that Little Red screwed up for him.

"These kids just don't know when to quit," he mumbled.

He pressed a few buttons on the glowing, center console. Upon the mech's back, several rocket launchers spun to life and from their chutes, the deadly missiles launched, their computers locking on to their targets with minute precision.

"Incoming!" yelled Yang as she and Raine hastily weaved out of the way of the high powered explosives.

Dust, dirt, debris and fire washed over them as they did their best to avoid getting blown to pieces. The blasts alone were strong enough to punch holes into the suspended freeway's structure. In retaliation, Raine drew Hurricane and unloaded a clip of explosive rounds of his own into the mech's side. Torchwick lurched from the sudden attack, an alarm blaring in his ear that one of the arm mounted guns had been damaged. In his frustration, he swerved the lumbering behemoth of a robot towards the two riders, swinging blindly at them with its arms, but the bikes, even Raine's over-sized one, were too fast for him to hit. Still, the exchange lasted long enough to give Blake and Sun a much needed breather as they paused on top of a semi truck.

"Try this on for size," challenged Sun as he slammed his hands together.

Two golden copies of him suddenly jumped from his form, hopping across the few cars still standing between them. Spinning their own golden staves, the clones swung wildly at Torchwick's cockpit, but a quick swipe from his other arm sent them bursting into sparks. Not one to lie down in defeat, Sun sent several more clones forward, taking the thief's attention off of Raine and Yang as he batted away the glittering gnats.

Taking advantage of the distraction, Raine and Yang yanked hard on the throttles of their rides, coming up alongside the truck that their friends had taken refuge on.

"Jump!" Raine yelled up to them simply.

"Are you out of your damn mind?!" retorted Sun. "You'll turn us into roadkill!"

"We're not discussing this in a committee; shut up and jump!" roared Yang.

Ignoring Sun's protests, Blake didn't hesitate to do exactly that, landing smartly behind Raine, her arms clinging to him for support. Sun glanced back at Torchwick, who had finished off the last of his clones and was gaining more ground on them. Groaning how he had lived a good life, the monkey boy followed Blake, landing on the tail end of Yang's bike. Cranking the throttle to maximum, they shot away from the truck with Sun yelping in terror.

"Where did you even get this thing?" asked Blake over the roar of the engine.

"One of your old colleagues let me borrow it, unwillingly of course. I don't think he'll need it back though; he took a tumble over the guard rail."

At that moment, Blake's scroll went off, signaling a call from Weiss.

"Blake, Neptune and I are in position, and Ruby is waiting down below," came the Heiress' voice.

"Good. Wait for us to pass then hit this thing with everything you got," answered Blake as she braced herself against the rush of acceleration.

About two thousand meters ahead of the group, surrounded by the blaring horns of passing cars, Weiss Schnee and Neptune Vasilias awaited with bated breath as they watched the titanic mech barrel down towards them. The Heiress glanced at the special package Neptune had prepared for their rampaging thief, the hacker tossing it up into the air without a care in the world.

"You sure that thing will be able to shut down an Atlas Paladin?"

Neptune shrugged.

"Haven't a clue, but at least it will look cool."

"You literally just rigged it up from some spare parts on your _person_ on the way over here."

"Does that impress you?" he asked, flashing her a grin.

Weiss snorted as she stepped into her stance.

"Maybe just a bit. Time to put your money where your mouth is."

"Oh I love it when you talk dirty to me."

As the two bikes roared past them, Neptune swung his little EMP bomb with all his might, the disc flying true and sticking itself to the canopy of the mech's cockpit. At the same time, Weiss performed a pirouette and planted Myrtenaster into the ground, freezing a layer of ice across the entire expanse of the highway. The two jumped clear at the last second, leaving Torchwick's sparking mech to stumble across the suddenly slick road. The annoying alarms screeching in his ears were suddenly silenced as the EMP shut off all the electrical systems of the mech. Darkness overtook him inside the cockpit.

"Oh for fuck's sake..."

He braced himself as his momentum carried him over the guard rail, the Paladin's foot tearing the reinforced steel from its supports.

He hit the ground with a crash, the power armor nothing more than a massive, steel paper weight. His pursuers followed after him, including Yang and Raine on their bikes with their passengers. Waiting for them at the bottom stood Ruby, Crescent Rose extended and silver eyes glowing. She immediately opened fire on the mech, her shots swirling with ice energy courtesy of the new mod Raine had won for her. The shots nailed the mech to the ground, the ice thick enough to completely encase the thing in some places.

Landing beside her were Weiss and Neptune. The screeching of tires alerted them to the landing of Raine and Yang with their bikes, the scent of burnt rubber filling the air as their wheels squealed in protest at the rough impact. They drifted their bikes to a safe distance before dismounting, Blake and Yang following after them as they joined the rest of their group.

"Great work team, we bagged him," praised Ruby.

"It's not over until it's over," muttered Blake as she advanced forward first.

A banging came from the cockpit, until the canopy swung open to allow Torchwick to climb from the wrecked battle suit.

"Just got this thing cleaned too," he complained, brushing some dust from his coat.

The cocking of several weapons brought his attention to the group of children that stopped him. He was getting rusty it seemed, if these adolescents kept showing up to stop his schemes.

"Well isn't this quite the pickle," he started in his usual demeanor. "I don't suppose we could have a little dialogue and work some stuff out-"

"No," Blake interrupted him flatly.

"Tch, you're no fun," he griped. "Hate to break it to you kids, but you're fighting on the wrong side here."

"That's enough smarm from you. Just sit there and stay quiet until the authorities come to pick you up," she replied.

"Oh don't you worry your pretty little ears, kitty cat. My ride is already here."

"Look out!" yelled Neptune as the screaming of three bullheads descended upon them.

The young hunters bolted for cover as the guns on each of the aircraft spun up and rained destruction down upon the crash sight. Torchwick chuckled as one of the birds landed near him, letting him embark with ease.

"Impeccable timing as ever. Neo, if you would please," he complimented the pilot, a petite young woman with pink and brown hair with white streaks in the pink side, and a tricolor outfit of the same hues.

She nodded happily to him as she took the bullhead back into the sky, abandoning the mech and his would be pursuers.

"Damn it..." Blake swore under her breath as the bullheads disappeared into the night.

Her friends followed her out from cover at various paces, though Ruby and Yang were the first to join her.

"Tough luck, but we'll get him next time. He can't keep escaping forever," Yang assured her.

"I can only hope that will be the case," the cat girl replied tiredly.

"On the flip side though, anyone got any ideas on what to do with a giant mech?" asked Ruby to no one in particular.

"I probably got one," answered Raine as he pointed to the approaching forms of more bullheads, all of which bearing the Crest of Atlas.

Surprisingly, it was Weiss who broke the tense silence.

"Oh crapbaskets..."

* * *

In a guest dorm room back at Beacon Academy, Arianna Wukong tossed restlessly in her sleep, her brow knitting in pain as vivid images danced across her mind's eye. Her breathing had grown ragged, her arms swinging at ghosts that weren't there. She... she could feel it, could feel all of it as if she was experiencing the chaos in the waking world. Fire brushed her skin, ash and dust filled each breath, and the oppressive presence of death and despair hung over her. A particularly violent sequence had her jolted from slumber, a gasp of shock forcing its way from her mouth. The young seeress sat stock still in her bed, her mind still swimming with blurry suggestions.

As her breathing returned to normal, she swung her legs from the bed and made her way to the bathroom, splashing water upon her face to wash away the sweaty clamminess sticking to her skin. This wasn't the first time she had a violent vision, far from it in fact, but this episode had been far stronger than any others. She shuddered to think if this one were to come true, but something so far fetched left her hesitant to share with anyone.

"Bad dream?" came Cyan's voice.

Her thrashing must have roused him from sleep as well.

"Hopefully _just_ a bad dream," she answered with a slight tremor in her voice, a fact that did not go unnoticed by her teammate.

"What happened?"

"I... I can't make much sense of it right now. The images keep drifting together, but there was a lot of death, violence, fear... I... Cyan, you trust me right?"

Her pleading tone brought slight shock to the warrior, as the normally confident girl had an unusual amount of terror in her voice.

"Without question," he replied evenly.

She took a deep breath.

"Vale is going to be attacked."

"... what?"

"During the tournament I... I think the White Fang are going to strike during the tournament. But... there's something else as well, something more elusive and sinister. I can't make heads or tails of it at all."

"Should we tell the Headmaster?" Cyan asked seriously, to which she quickly shook her head no.

"Vale isn't like Vacuo. He may take the news with speculation but nothing more."

"What should we do about it then? Did you see anybody you recognized?"

"Yeah... Raine and Ruby... they were at the heart of it all."

* * *

"Well, this has certainly been an interesting night, wouldn't you say?" said Ozpin as all seven of his students, even the two from Mistral as they were now under his charge, stood gathered in his office.

While Goodwitch normally would be present, she had remained in the city to assist with the relief efforts. That didn't mean she neglected to have a few choice words with her students; she was on the first bullhead to respond to the violence.

"I'm actually quite curious as to how you managed to come across a secret White Fang gathering, infiltrate it for information, then lead the kingdom's most notorious criminal across half the city as he rampaged in a stolen Atlas mech."

"To be fair, that last bit was completely unexpected," reasoned Raine with an embarrassed look on his face.

The expression on Ozpin warranted no arguments nor jokes unfortunately.

"Despite what you may think is a good deed, what happened this evening has the Council in an uproar. Hundreds of people have been either killed or injured, and the reparation damages for the victims and their families will be costing the city millions. You maybe Huntsmen and Huntresses, but you are still students. It is not your duty to take matters meant for your seniors and the police in your own hands. Right now, it is taking all my power to hold them at bay from demanding your immediate expulsion and criminal prosecution."

Ruby's, as did all of her friends', blood went cold at the thought. Headmaster Ozpin was giving them valid points and soon it all felt like their little crusade was doing more harm than good. Rather than berate them further, the aging Huntsman sighed wearily.

"You five in particular," he continued, referring to Team RRWBY. "Why is it always you five that seem to be at the heart of an incident?"

"Trouble just seems to follow us around I suppose..." offered Yang, her usual confidence far more diminished.

"Indeed. Fortunately, no one here will be expelled tonight, but I must impress upon all of you of the seriousness of what has transpired. General Ironwood is currently speaking with the Vale Council, considering it was one of their stolen mechs that has caused the damages. He is impressing upon them that this was an attack carried out by the White Fang. As for the seven of you, your vigilante actions are to cease immediately. Any further missions regarding the White Fang will be done under the supervision of one of your seniors. Do I make myself clear?"

They all nodded without argument.

"Good."

A chime from the elevator drew their attention.

"Sorry we're late," spoke General Ironwood, accompanied by an individual that sent a shiver down the spine of the Schnee Heiress.

She stood tall alongside the General, fair skinned with icy blue eyes. Her pure white hair was tied back into a tight bun at the back of her head, allowing long bangs to fall across the right side of her face. Her uniform consisted of a steel-gray vest, a long white military coat that fell to her calves that was fastened at the neck with a ruby pendant, white trousers tucked into thigh high steel boots, and black gloves. The woman carried herself with iron poise, years of training and a high-class upbringing ingrained into her very being. Her arms remained crossed at the small of her back as she walked.

"I had to ensure no outside retribution befell the students," continued Ironwood. "Given the nature of the incident however, I have brought along Specialist Winter Schnee as she has been heading the investigation into our missing mechs."

Ozpin nodded in approval.

"I take it your Specialist will remain professional despite the involvement of her younger sister?" the headmaster questioned.

Weiss could feel the weight of her friends' gazes bearing into her. Right now, she felt more exposed than any other time in her entire life.

"I assure you Headmaster, the involvement of Weiss will not compromise my professionalism on this assignment," Winter replied with perfect bearing.

"Good to know," approved Ozpin. "Now, who here would like to begin with an account of the incident from start to finish."

Blake stepped forward without hesitation. It was her need and drive to see justice dispensed that landed her friends in trouble in the first place. She wouldn't let them take the fall for her own recklessness.

"I take full responsibility, Headmaster," she stated with conviction, earning protests from her friends which Ozpin quickly silenced.

"Continue Miss Belladonna," he motioned to her.

"I went looking for the White Fang. I had been since our return from Mistral. The incident at the docks a few days ago only confirmed my suspicions that they were preparing an attack on the Kingdom. After Raine woke back up, I reconnected with old contacts."

"What do you mean by old contacts?" asked Winter.

"Personal contacts," Blake replied evenly, purposefully avoiding mention of her prior association with the group. "They told me the location of a meeting place the White Fang was using to recruit new members. I meant to go alone but my friends insisted that I not leave them behind."

"And what did you learn at the meeting?" asked Ironwood.

"Roman Torchwick is supplying them with weapons, armor, and dust, but I don't think he personally stole the mechs. He cited a special benefactor responsible for stealing them in the first place. Before we were caught, he told the group of an operation they were building southeast of the Wall."

Blake let her fire slip and focused solely on Ozpin.

"Headmaster, I will accept whatever disciplinary action you see fit to deal, but please do not do so to my friends. I alone am responsible for what happened tonight."

Raine did a double take when he realized what she was trying to do.

"Blake, you don't have to do this!" Yang immediately protested. "We're a team, we stick together!"

"Let us help you carry this weight with you; don't try to do this alone!" added Ruby, tears brimming in her eyes as she feared whatever might happen.

"Don't you try to take the fall for me. We were both in that lion's den together," came Sun's loud declaration.

Weiss didn't say anything, the lump in her throat wouldn't let her. Instead, in an act of bold defiance, she stepped forward to stand next to Blake. To the cat girl's shock, the Heiress quickly grabbed her hand with her own. Winter's brows rose in surprise at her little sister's sudden conviction for a Faunus; Blake's bow didn't fool the Atlas Specialist.

"Weiss, what are you-" Blake began to protest but her friend cut her off.

"No. You said it yourself that you would trust us right? We're in this together, without question."

Blake was at a loss for words. Soon, she was joined by Ruby, Yang, and Raine whom all gave her a reassuring smile. The blonde brawler put a hand on Blake's shoulder, flashing her that cocky smile and giving a thumbs up. Even Sun and Neptune had joined them, and they had the least reason to. Her composure was failing her, her eyes watering with emotion at the dedication her friends were showing.

"Guys I... I don't know what to say," she started to choke out.

"You don't need to say anything," Yang told her as her hand gave her a comforting squeeze.

The sight brought a genuine smile upon Ozpin's face; this group was strong indeed. The future remained as bright as ever, and he was proud to be their Headmaster.

"I believe the lesson has settled in enough. All things considered... Blake Belladonna, you show the conviction of a proud and just Huntress; you _all_ embody those qualities."

"The Kingdom of Atlas owes you all a great debt for bringing us this information," praised Ironwood. "It was your initiative and dedication to duty that has revealed to us a major operating base and staging area for a potential attack on the Kingdom of Vale and the Vytal Festival."

"Now, all of you go get some rest; the General and I have some important issues to discuss," dismissed Ozpin.

The kids bowed gratefully, especially Ruby who had been terrified she just got her entire team expelled, and quickly took their leave. When the elevator finally departed, it was Ironwood to first break the silence.

"Your sister seems to be doing quite well, wouldn't you say?"

Winter let her bearing relax if only a bit slightly.

"I will admit that I was indeed worried when she told me she planned to enroll at Beacon. Our father had an uproar that his little girl had chosen another school over Atlas. Her... connection with the Faunus was especially surprising, but not altogether unpleasant. I am happy for her that she was able to find such loyal companions."

The normally frigid Specialist allowed herself a small smile before returning to her rigid and disciplined demeanor.

"All the same, I am more concerned about this operation being undertaken southeast of the Wall."

"Indeed," agreed Ozpin. "The Ruins of Mountain Glenn would make the perfect staging area for a major terrorist attack."

"Sir," Winter addressed to the General. "I would like to volunteer to perform a reconnaissance of the area."

"Denied Specialist," Ironwood replied. "Not without further information. That area was where Qrow had been investigating before he went dark. I will not risk another agent until we have greater visibility on the situation."

The mention of the missing Reaper surprised Winter. Despite his clearly horrendous standards, the man was an incredibly formidable Huntsman. It seemed unfathomable that someone of his power could be beaten.

"Qrow is... missing?" she asked slowly.

"That is correct Miss Schnee," answered Ozpin. "When you go to investigate, you will not be doing so alone."

"Winter, rest up for now. In the morning, head to the Vale Police Department. Gather any and all intel they have compiled of White Fang activity; attack locations, time-lines, compromised meeting locations. You have full authority to interview the ones currently in custody. Try and find out their numbers, what kind of weapons they are in possession of besides our missing mechs. If you are able to discern the location of the other mechs, we will likely have the exact location of the staging area. I want everything by the end of the week. We shall continue this mission when you return."

Winter clicked her heels together and gave a crisp salute.

"Understood sir."

* * *

"All in all, I think that went rather well," said a confident Yang as she settled into her bed.

"I even got a sweet new bike out of it," chimed in Raine.

"Yeah, if you don't mind getting kicked out of Beacon," griped Weiss as she pulled her hair free.

"Oh hush Ice Princess; you were the one who came to our kitty's rescue after all," the blonde teased.

"Yeah I... I appreciate the support but... did you have to grab my hand while doing it?" asked Blake, her book hiding the color in her cheeks.

Weiss had the decency to blush as the memory rushed back to her. It didn't last long though as her face quickly turned pale.

"Oh gods, I did that in front of my sister," she whispered with worry.

"So that was the infamous Winter Schnee that Qrow mentioned?" asked Raine as he stroked a drifting Ruby's hair.

She had her head resting in the crook of his neck as he lay reclined on his bed. A content moan rose out of her throat as his fingers gently danced across her lower back and through her pajamas, sending pleasurable shivers up her spine.

"Wow, she's... even more uptight than you are."

"Specialists are Atlas' elite Hunters. Their training is highly disciplined with incredible attrition rates. Winter may have fully embraced the military lifestyle, but she's still my sister. I... I looked up to her a lot when I was still a child."

Weiss let her mind wander briefly. Winter had been hard on her for certain, but in the end she was the only one in their family that really cared for her. To see her again, despite the circumstances... it brought a smile to the Heiress face. It was only for a moment though, and her usual cold exterior returned.

"So, now that the General has taken over and we have strict instructions from Ozpin, let's not go looking for trouble again any time soon, alright? I want to get through my first year of schooling at least," she said hopefully.

"My confidence had been shaken earlier... but I think I can rest a bit easier now," admitted Blake.

She took a deep breath as she closed her book. Sitting up on the edge of her bed, her words came from her heart.

"I... I want to thank you all. I was apprehensive when I first came to this school, not just about my heritage but with the people I would end up with. I wanted to be seen for who I was, not what, and I think I got that with this team. I'm glad to have friends like you."

"We made a promise remember?" stated Weiss with her matter-of-fact tone. "We do everything as a team, and I keep my promises."

Yang swung upside down from her bunk, hanging in front of Blake's face and startling her.

"Oh don't you get all mushy on us now. It's very un-Blakeylike."

"Un-Blakeylike? Seriously?" she asked flatly.

"Eh, take it as a Yang compliment," Raine waved to her. "It just means you're endearing and that you shouldn't change so much."

Blake scoffed at the notion but smiled nonetheless.

"I'll keep that in mind," she said wryly as she tucked back into her bed.

Raine smiled as Weiss palmed the lights for the night. He glanced down at Ruby who had ended up falling asleep in his arms. Looks like she wasn't going to spend tonight in her bed either. He was ok with that, and it seemed Yang was too. Or maybe she hadn't yet noticed. Planting a kiss on his girlfriend's temple, he threw the covers over them and fell into a restful sleep.

* * *

 **A/N: I just want to point out that with this chapter, we have broken over 100,000 words. That's nothing short of incredible to me and it's all thanks to you guys, the readers, who have supported me throughout this awesome journey. Seriously, thank you so much for sticking it out this long. Till next time!**


	20. All Our Days

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

A few days later found Ruby and Raine perched atop the cliffs overlooking the Emerald Forest, garbed in light fitting workout clothes and squared against each other in unarmed fighting stances. She wore clothing similar to her pajamas, simply swapping out her pants for a pair of red, cotton shorts. Having been completely without a style of her own, Ruby simply adopted the same opening her sister would use, fists raised in a boxer's guard to protect her face. Raine on the other hand had been trained in multiple styles of fighting by Urdin; should he ever find himself without a weapon or a weapon that he was less-experienced with, he had a foundation to help him survive. With the same rationale in mind, he sought to teach Ruby such adaptability as well.

The two guardians eyes were ablaze with silver power, wisps of light flowing steadily from empowered irises. They vanished from sight with their respective Semblances, meeting in the center with a burst of wind and rose petals. Ruby pressed into the attack first, swinging with simple punches and kicks, her hands feeling painfully empty without Crescent Rose cradled between her fingers. Raine, for his part, kept his retaliation simple, allowing Ruby to learn what felt comfortable and what felt forced. A quick parry to a punch was followed up with a simple tap to show her where her gap in defense was located. Of course, that didn't mean he would take it completely easy on her, as he delivered a heavy roundhouse kick into her guard, sending her skidding backwards in a cloud of dust.

She grunted from the impact, growing frustrated that she couldn't land a hit.

"I don't get it," she complained, "I thought these eyes were supposed to let me see better?"

"They do, but your body needs to learn how to keep up," Raine explained simply. "Even if you see an attack coming, if your muscles don't have the reflexes to go with it, you won't be able to defend or attack at your best potential."

"If you'd just let me use Crescent Rose, I wouldn't have that problem," she griped back.

"I already told you; you need to learn how to fight without her if you ever find yourself disarmed, especially if we're fighting people like Torchwick."

"Whatever," she huffed in annoyance.

" _Raine has always had surprises up his sleeve for his opponents, but I've got a surprise for him too."_

She rushed forward in her Semblance, her boyfriend raising his guard as he readied to meet the attack. Instead, her "form" split into three masses of petals and moved to circle him. Caught off guard by her new technique, Raine tensed slightly, unsure from what angle she would be attacking from. The many tendrils of petals grew until they completely encompassed him in a storm, thick enough to prevent him from seeing the outside world through the swirling mass. Without warning, Ruby shot out from her tornado with her traditional speed, striking him hard in the jaw with a punch before disengaging and vanishing back into her petals.

" _Ok, THIS is new,"_ he thought sardonically.

Ruby, knowing her advantage wouldn't last forever with how her boyfriend was, pressed forward with her attack. Even with the boost her guardian blood gave her, she still felt herself beginning to tire. She rushed out again, sweeping him from his feet with a kick. Bouncing back from the cloud, she moved in and struck him in the stomach with a sidekick. Wind was driven from his lungs, his eyes wide from the pain. Growling as she disappeared into the cloud once more, he brought his hands up in clenched fists. His Semblance swirled around him, a storm within a storm so to speak. With a yell, he threw them down to his sides, releasing the pressure in mach force winds.

Ruby's storm was blown away by the sudden burst of wind, and she flew away with it. Luckily, the girl had been facing away from the cliff and didn't get thrown down into the Grimm infested trees below. She hit the ground in a roll, smartly returning to her feet, her white sneakers now browned from the dirt.

"Ruby, that was awesome. When did you learn how to do that?" he asked enthusiastically.

"W-when you were still asleep," she said, stuttering with soft embarrassment as she poked her fingers together. "I didn't tell anyone because I wanted it to be a surprise for you."

He laughed as he approached her.

"Well you definitely surprised me. I don't really have a defense besides what I just did. What do you call this new move of yours?"

She beamed up at him.

"Maiden's Cyclone. I drew some inspiration from your Semblance."

Raine chuckled and gave her a kiss on the lips. Ruby moaned from the contact and wrapped her arms around his neck.

"I feel sorry for the poor sap who gets caught in that while you have Crescent Rose," he remarked as he broke the kiss.

"Good, this means I have a good trump card to use against you," she smirked, booping his nose with her finger.

"Right... as if you could catch me off guard twice," he brushed her off with a smirk. "Anyway, the fun part is over. This next part you might not like as much."

She gave him a confused look.

"What do you mean?"

"Meditation," he answered happily.

"... eh? But that's booooring..." she complained.

"Come on now. Being an expert fighter is only half of it. Meditation strengthens the connection between your mind, body, and spirit. Without it, the three will be out of sync which will only cripple you in the long run."

She huffed and relented.

"Fine, but I've never done this before. You'll have to be patient with me."

"Don't worry. It took me months to get it down properly too. Come, sit with me and cross your legs."

He led her towards the edge of the cliff and sat down, Ruby mimicking his pose when she sat next to him as they faced the vast sea of green.

"Keep your legs crossed, as it will help you clear your mind of distracting thoughts and feelings. Place your right hand in your left, palms up and thumbs gently touching. Keep them about four inches below your naval, as this will help you develop good concentration. One hand symbolizes for wisdom, the other for method. The two together is a union between method and wisdom. Your thumbs are to be level with your naval, as this symbolizes your inner fire, your aura so to speak. With me so far?"

"Kinda; these poses feel really weird," she admitted, trying to follow his directions exactly.

"It's alright. Like fighting, meditation is a discipline as well; you'll need to practice to get it down correctly. Now, keep your back straight but not tense. This way, you can develop a clear mind and it allows the subtle energies of your aura to flow freely. Your lips and teeth are to be held as usual, but keep your tongue tucked against the back of your upper teeth. Your mouth will remain moist but not overly so, nor will it become dry and distract you. Keep your head tipped forward a bit with your chin slightly tucked inward. Your eyes should be cast downwards; this will prevent mental excitement."

"What, you don't like me when I'm excited?" she teased.

"I love it when you're excited, but for this we need to keep the excitement under control," he chuckled in response. "Your eyes should be neither wide nor completely closed, but half open. Focus your gaze downwards along the bridge of your nose. Widened eyes will lead you to develop mental excitement, while closed eyes will lead to mental sinking."

"Mental sinking? What's that?" she asked curiously.

"You'll become lost in your thoughts. At best, you simply won't be able to concentrate and your focus will be scattered. At worst, you'll become smothered and pressured by negative thoughts and memories. Neither are guaranteed, but we want to avoid such things right now. Anyway, your shoulders are to be level with the ground and your elbows held slightly away from your body so that wind can circulate around you."

"I think I got it..." she says, unsure of herself.

Raine quickly glanced over her form. After making a few minor adjustments, he nodded with approval.

"Not bad for your first try. It will get easier the more you do it. Now, this is the most important part; your breathing. Start off as you would normally, gently focusing on the natural push and pull of each breath. Imagine that you are breathing out all distractions and thoughts in the form of a black smoke that vanishes in the wind. As you breathe in, imagine that you are taking into yourself all the blessings and inspirations of the world in the form of a divine light. Let it fill your body and soul."

Ruby let herself go in her breathing like he instructed. Her normally overactive mind seemed to slow down; an odd feeling of calm that was alien to her was washing across her form. Each breath felt like it pulsed with reality; she could feel everything being pulled in and pushed out. The earth beneath her, the wind surrounding her, and all living things in between; she could see it all, she could feel it all. Once more, her silver irises glowed with a powerful light.

"I..." she tried to breathe, overwhelmed by the experience. "I can't believe this. There's... there's so much."

"What you are experiencing, as my master once told me, is the world through a Guardian's eyes."

Her excitement got the better of her, and as quickly as it came, the connection was broken. A wave of fatigue suddenly overcame her, with Ruby falling backwards onto her hands, gasping for breath. Raine gave her a smile as he too broke his own connection.

"The first time is tiring; your mind and body aren't used to such things," he told her comfortingly.

"That's... what the old Guardians would see everyday?" she asked with awe. "It's like the entire world was at my fingertips."

"Yes, and they were probably capable of far more than this. We've just scratched the surface of our power. The book may tell us more."

"I _want_ to learn more," she said truthfully. "I want to learn everything."

Raine laughed.

"You're not the only one, but first we should graduate Beacon. It's why we came here in the first place."

"Do you... do you think our parents could do... all of this?" Ruby asked warily, knowing his father could still be a sore subject.

Raine paused in thought. The mention of his father, even indirectly, sent a pang of irritation through him but he let it pass.

"They could probably do more. Either way, I'm sure your mother would be proud of you."

"Yeah... yeah I think she would," Ruby agreed wistfully.

The more she learned, the more she wished her mom was still around. Ruby knew she had her mother's eyes. This new world she was entering as a Guardian both thrilled and terrified her, and she wished desperately she had someone to guide her. Raine certainly helped, but he barely knew anymore than she did. So many questions ran through her head, yet nobody could give her answers. It made her brain hurt just thinking about it.

The feel of Raine's hand on hers brought Ruby out of her conflicting thoughts. The boy she had grown to love so much smiling down at her renewed her confidence. With him, they could do anything.

"Whatever it is we find, no matter what happens, we do it together," Raine told her with that same, unwavering drive.

"Always," she answered.

They kissed once more, finding solace and comfort in each other. His hand lifted to cup her cheek, prompting her to kiss him more urgently. This was another thing they were quickly exploring; the lives of lovers. Ruby felt her pulse quicken as their kissing became more urgent. Delicately, her tongue snaked out to touch his lips. In his surprise, Raine opened them to gasp for air. Taking that as an invitation, she slid inside to wrestle with his own, an idea she had gotten from one of Blake's books. This time, _she_ seemed to be teaching _him_ a few things.

They clutched to each other tighter, Ruby letting out a groan of pleasure as their bodies pressed together. Raine felt his cheeks truly heat up as her chest pressed into him. She was so soft, so delicate in his arms; her mewling grew louder as his hands began to wander. They slowly slid down her arching back, wrapping around her slender waist, and finally cupping at her round hips and pert buttocks. He felt himself stiffening in his pants, the friction sending sparks of pleasure up his spine.

"R-Raine I... I feel... hot," she moaned out.

"Me too..." he gasped his reply.

Ruby slipped her hand up his shirt, pressing against the hardened flesh of his pectorals, relishing the heat and his wild heartbeat beneath her fingertips. Her other hand snaked its way into his hair, clutching tightly as she rode out the fire he was igniting within her. Was this what Yang always went on about when she mentioned one of her old boyfriends? Her innocent mind couldn't handle such sensory overload. Everything was focused on the only boyfriend that mattered, the one sitting in her arms right now. Gently and ever so subtly, her hips began to rock against his, causing them both to gasp out in agony. Only one thought was present in either of their brains.

" _Good... so good..."_

"Wow, I really am going to have to give you guys the Talk soon, huh? Should I bring along a garden hose too while I'm at it?"

Shock filled the two lovebirds as a very familiar, and increasingly mortifying, voice shattered their little piece of heaven. Quickly, they separated to confront the culprit responsible.

"Yang, I swear to god I am going to hurt you," Ruby growled out angrily.

"Oh relax little sis, you two have all the time in the world to get all hot and heavy," the blonde brawler placated her.

Raine made to say something but quickly caught himself. He did _not_ want to be on the receiving end of one of Yang's punches again, _especially_ on the edge of a cliff.

"Seriously though Yang, what do you want? This is really starting to get old," Ruby continued.

"In case you've forgotten, dear sister of mine, tomorrow is the Dance, and _you_ still need a dress," Yang explained matter-of-factually, causing the young guardian to groan out childishly.

"You serious? But I _hate_ dresses and you know it."

"No excuses Ruby, you now have a date and as your older sister, it's _my_ job to make sure you're all prettied up for the big event."

She then turned her attention on Raine.

"And you; you need to get a suit if you want any hope of receiving my sister at all," she said, pointing her finger at his face.

"Eh? I thought you already gave us your approval?" he asked with confusion.

"Yes, but this is Prom. Every teenage girl needs to be treated like a princess at Prom, which means I won't accept you half-assing this night, got it?"

Raine quickly relented when her eyes flashed scarlet.

"Yes ma'am," he whimpered under her gaze. "Wait, then who are you going with?"

Yang gave him a triumphant smirk.

"I've got a double date with Blake, Sun, and your dear old teammate Arianna. We're going to be turning heads all night."

The announcement caused Raine to blink.

"Huh? You mean she's not going with Cyan?"

"I asked her the same thing when she approached me. Apparently Cyan has no drive whatsoever when it comes to dating and dancing, even going so far as to take a search and destroy mission last week. He won't be back until the day after. Besides, she told me she prefers girls anyway."

He blinked for a moment, then shrugged.

"Great. Looks like I'm going shopping then."

* * *

Jaune Arc was nervous, horrendously so. The young knight was pacing back and forth in front of his dorm room, dressed in a perfectly fitted tuxedo. Nora and Ren had already left for the ballroom, but Pyrrha was taking her time. It wasn't like the two were awkward around each other, far from it in fact. It's just that he was about to parade about the dance floor with Pyrrha Nikos the Scarlet Queen of the Arena on his arm. Out of all the powerful, talented, and good looking young men at Beacon, she had chosen him, and if his hunch was correct, she was making it a game to make him sweat as much as possible. Mouth dry and hands clammy, all he could do right now was wait.

"Hey Jaune, you waiting for your date too?"

Jaune looked up to see Raine approaching him, dressed in a deep indigo suit with a silver tie and white t-shirt. The man had also gelled his hair, combing it towards the back and even let his locks loose from their usual ponytail, having cut it shorter to fall level with his shoulders. The glint of sapphire studs shown from his ears.

"For the past 30 minutes. Pyrrha told me she wanted nothing out of place."

"Weiss and Blake already left with their dates, and Yang chased me out of the room, saying Ruby was going to be a surprise."

"I can only imagine. Man, I feel like we're the luckiest guys in school right now. It almost doesn't seem real. I mean... what could Pyrrha possibly see in me? She's _the_ Pyrrha Nikos and me... I'm just a hapless nobody who couldn't even hold his sword right."

"I wouldn't think about it too hard. Clearly there was something different about you that drew her to you in the first place. It's probably because you had no clue who she was when you met, or your drive to better yourself as a fighter, or maybe she just finds the hapless idiot routine cute."

Jaune flinched at the comment, sliding down against the wall and seating himself on the floor. Raine propped himself up against the wall opposite of him.

"Am I really that bad?" the blonde asked nervously, hoping for an honest answer.

Raine shrugged.

"To be frank, you were a mess that first day. I half expected you not to make it through the forest. Honestly though, with Pyrrha teaching you, you've got a real chance of making a life like this work, and while I haven't gotten to see you in action since I woke up, Ruby has been telling me you're nowhere near the level you were when we met, so take pride in that."

Jaune smiled at the praise, feeling like a weight was lifted off his shoulders.

"Thanks Raine, I think I've needed something like that for awhile."

"No problem, just don't screw tonight up by embarrassing her on the dance floor, yeah?" the guardian teased him with a smirk.

"Hey, I'll have you know that there are some perks to growing up with seven sisters."

"Wow, that might actually explain a lot..." Raine mused.

"Shut up."

Their banter was cut short when the door to Team JNPR's room finally opened. The two young men both shared similar looks of shock as Pyrrha revealed herself. Stunning would be an understatement; she wore a long, scarlet ballroom gown with a high slit along her right leg. The gown was secured at her neck by a brilliant gold choker. She still kept her headpiece, this time accented by a pair of gold and emerald stone earrings, and her impressive mane of red hair was lifted high in her signature ponytail. The normally spartan warrior even added a touch of makeup, with a light layer of base and some ruby red lipstick. A pair of dark red high heeled shoes finished the look. She blushed bashfully at the looks her friends were giving her.

"Wow Pyrrha, you look incredible," Raine complimented.

"Thank you, I don't really get a chance to dress up and... I wanted to look my best."

"Well I think it worked, because it looks like you broke Jaune."

Said Arc was currently unable to form any words, his mouth flapping silently like a fish out of water. Pyrrha giggled at his shock, having never rendered the guy speechless like this before. Raine promptly smacked him across the back of the head, snapping him out of his stupor.

"I could die and go to heaven now," he murmured wistfully.

"Hey now, you still have a dance to finish," Raine reminded him. "Now go on and give your queen a night to remember."

"R-right," he stuttered as he composed himself, straightening to a much more respectable posture.

"Pyrrha Nikos, would you give me the honor of accompanying you to the Dance?" he asked with a chivalrous bow, extending his arm out to her.

"Why Jaune Arc, I would be happy to oblige," she answered with equal poise, placing a dainty hand over her heart. "Raine, we will see you and Ruby later tonight."

"Have fun you two," he replied, standing aside with a sweep of his arm as the Queen and her Knight departed with their arms linked.

He felt happy for Jaune, and he knew someone like Pyrrha would help him grow into a fine Huntsman, and man in general. Now if only his date and her sister would finally join him, his own growing anxiety could finally settle.

"Oh no, don't tell me Ruby ditched you," came Arianna's voice from behind him.

Raine turned to see his old friend in a frilly, strapless, golden dress with lacy floral designs that fell to her knees. A small hole in the back of the dress allowed her tail to swing freely. The top was cut low to accent her cleavage, though this time her braided, golden locks hung over her shoulder and down her chest. The perky faunus had glittering, golden bracelets on her left arm and similar anklets on her left leg. Intricate, diamond earrings swung lightly with each of her steps. Strapped, silver stiletto heels wrapped up her bronzed calves, and accented with her perfectly groomed tail, the outfit gave her an exotic, royal look.

"Hey Ari, don't worry. Yang is just fussing over her little sister. They should be out any minute now."

"Good, because if she didn't show up, I'd have to step in for your dance partner. You clean up very well."

"Don't let Ruby hear you saying that; she's gotten pretty possessive lately."

"Oh I know, she made that pretty clear when we met," Ari replied with a laughed. Her mood then fell slightly. "Raine, you trust me right?"

The question caught him off guard.

"Of course I do but... where's this coming from?"

"There's something I need to tell you and Ruby, something important. I don't want to do it tonight because it might ruin the dance for you, but tomorrow morning, can you guys meet me at Beacon Cliff?"

Raine paused for a moment then nodded.

"You got it."

Ari smiled gratefully and hugged him tight.

"Thanks big bro, I knew I could count on you."

At long last, the click of an opening door came to Raine's ears. Out stepped Yang, garbed in a brilliant and pure, white dress with white heels. The intricate, silken material glittered in the light. A single strap looped around her neck, leaving her back bare to the world, hidden only by her well groomed locks, the top cut deep to tastefully display her assets. Smooth, fair legs walked with the click of her shoes. A single, gold anklet hung around her right ankle. Yang smiled when she saw Raine and Arianna waiting for them.

"My my, I am _very_ impressed with my date this evening," she said saucily as Ari stepped forward to meet her.

"Oh what can I say, I always dress to impress," Ari replied with equal flirtation.

"Hold on, where's Ruby?" asked a slightly worried Raine.

"Don't you worry," Yang answered to reassure him as she pat him on the shoulder. "She just wanted a minute to compose herself. Trust me, you're a lucky man."

"Forget about them for a moment, and show me that tonight _I'm_ going to be a lucky woman," Arianna purred into her date's ear.

Yang gained a saucy look as she wrapped her arm around Arianna's waist.

"Your wish is my command, milady."

The two divine blondes left Raine to his thoughts, leaning heavily into each other by the time they passed the corner. He briefly wondered if Yang would ever make it back to the dorm tonight, if the chemistry she apparently shared with Ari was any indication. The mental image brought a blush to his face. Damn these teenage hormones.

"I guess Yang finally decided to leave us alone then?" came the timid voice of Ruby Rose.

The sight of his girlfriend caused Raine's mouth to go dry. Ruby wore a short, red, sleeveless dress tied with a thick black sash around her waist, the large stretch of fabric tied into a bow at the small of her back. The dress itself fell to about halfway down her upper legs. At the chest, her dress was cut downwards, with each half cradling her breasts. Across this slit is a black, criss-crossing ribbon. What appeared to be a black, mesh fabric covered her chest, shoulders, and back. Lines of black fabric framed this portion, coming together around her neck in the form of a thick, black collar. Sheer, black pantyhose dressed her legs, and dainty feet stood unsteadily in black pumps. Raine gulped down the lump in his throat; she was turning him into the way Jaune was not even five minutes ago.

"Do... do I look ok?" she asked him nervously, casting her eyes down to avoid his lingering gaze.

"Ruby I... wow... just... just wow," he managed to say.

Her blush came upon her full force at his praise. She didn't even notice when he stepped up to her, calloused fingers cupping her chin so that their eyes could meet.

"I'm the luckiest man in the world," he told her with awe.

She smiled with relief as they kissed. His scent was intoxicating to her. It almost made her forget about the aching of her feet in the unfamiliar pumps. Sighing with happiness, she broke the kiss.

"I was worried; I've never liked dressing up like this and I didn't think I could pull it off, and I'll _never_ understand how Weiss is able to fight in these stupid lady stilts."

"You're perfect."

Her blush grew stronger at his words, shaking her head vigorously in denial.

"No I'm not. I'm awkward, a dork, easily distracted-"

"You're also funny, caring, strong, loyal, and eager to learn, with the most beautiful soul anyone could ever have," he interrupted her.

Before she could say anything more, he leaned down and kissed her again, pouring every ounce of love he possibly could into the kiss.

"To me, you _are_ perfect, Ruby Rose; I wouldn't trade any of this for the world."

Her heart swelled.

"Fine, but this means you're going to be stuck with me for a very long time. Think you can handle it?" she asked him, her usual smirk returning full force.

"Wouldn't have it any other way."

Hand in hand, the couple made their way to the ballroom; she barely stumbled.

* * *

The party was already in full swing by the time the two guardians had arrived. Team CFVY had done an amazing job preparing the ballroom for the night; streamers of many colors hung from the rafters and numerous chandeliers, all of which were glowing with blue dust crystals. Clusters of balloons were tied off at several chairs and bouquets of flowers, as well as the impressive grand piano at the base of the main staircase. Along one side of the hall was a large buffet and on the other was a line of chairs for any dancers needing to take a break. Speaking of dancers, Ruby and Raine's eyes went wide when they walked in to see Team JNPR performing a flawless choreography, with the rest of the gang scattered throughout the crowd. Even more surprising was seeing Blake let loose with Sun, the normally stoic and no-nonsense girl finally letting her hair down.

"Well now, we can't just let our friends have all the fun now can we?" Raine told his date with a smirk.

"What?! But... I don't even know how to dance!" Ruby protested.

"Just follow my lead, ok?"

She gulped but nodded. Taking her hand in his, he swept her off onto the dance floor.

 _But baby, it's time to make up your mind._  
 _I think that tonight is when our stars align._  
 _Honey, it's time to leave the doubt behind._  
 _Take my hand 'cause you and I are gonna shine._

Ruby did her best to stay on her own toes, but to her surprise, her balance seemed to work out in her favor, especially with Raine guiding her through the steps. Before she knew it, she was laughing along with him as they had the time of their lives. They spun and weaved together, drawing looks and applause from a few other dancers. As the song came to an end, Raine took Ruby in his arms and lowered her into a dip. She didn't care at this point, letting her head lean back into the move, a bright smile on her face.

"See? I told you it'd be fine," he told her happily as he lifted her back to her feet.

"It's only because I'm with you," she told him as she tapped his jaw with a finger.

"Hey! You guys made it!" came Jaune's cheerful voice.

With him came Pyrrha, Nora, and Ren, all of them slightly winded from the dance.

"Hey yourselves! How did you guys do that? Your teamwork must be awesome if you guys can just come up with stuff like that on the fly!" Ruby told them excitedly.

"Well not exactly; Nora's a pretty good coach," Ren replied as he rubbed the back of his head.

"See? I told you it'd happen and it worked!" the pink hammer maiden declared triumphantly.

"Hey! There's my baby sis!"

Ruby grunted as Yang threw her arms around her little sister.

"After all that griping about dances, dresses, and pogo-stick shoes, I come out here to find you loving every minute of it. Admit it, Big Sister Yang was right."

"Please stop," Ruby strained out from under her sister's strength.

"I gotta admit, you two make an adorable couple," giggled Ari.

"Ok Yang, we get it, you're happy. May I have my date back now please?" Raine asked with exasperated amusement.

Yang shot him her signature smile and, with a spin of her own, brought Ruby back into his arms.

"Oh but of course. I wouldn't want to get in the way of you two lovebirds _all_ the time now would I?"

"Could've fooled us..." muttered Ruby.

Across the hall, Glynda Goodwitch called for everyone's attention as the music took a break between songs. Cheers erupted as Weiss stepped forward at a spotlit microphone, her porcelain evening gown glittering brilliantly, with Glynda seating herself at the piano. Ruby, who's attention was drawn along with her friends, suddenly squealed to her sister.

"Ohmygosh! You actually convinced her to do it!"

"I took a bit of prodding, but she eventually came around," Yang commented as if it was nothing.

"Do what?" asked a clueless Raine.

"Weiss is about to sing one of my favorite songs from my childhood. Hold me for this one, it's a slow song."

Raine did as asked and held his girlfriend close, their surroundings fading from notice as Glynda began to play. Ruby felt the memories rushing back to her with the familiar melody. Soon after, Weiss started to sing.

 _Long ago, before we met,  
I dreamed about you.  
The peace you'd bring, the songs we'd sing,  
The way you'd make things new. _

_Then one day, you arrived._  
 _I heard your angel cry._  
 _Helpless, small, and perfect,_  
 _Welcome to your life._

 _And on that day, I made a vow.  
Whispered and true.  
No matter what, no matter how,  
I made this promise to you. _

_I will cling, I will clutch,_  
 _I'll hold onto you, I won't turn away._  
 _I won't leave, I won't go,_  
 _I will stay with you all our days._

Her hands upon his chest, Ruby sighed in content and closed her eyes, feeling once again like a little girl as she leaned forward and pressed her ear against his heart. Those were simpler days, happier days even, as a child running through the house as she played rough with her sister, the berating yet comforting voice of her mother from the kitchen as the smell of freshly baked chocolate cookies wafted through the air. She felt tears beginning to brim in her eyes as the memories flashed across her vision, her heart aching for times long gone. She clutched tighter at Raine's shirt as he rocked her to the lullaby.

 _Years of joy have past since then,  
With time I've seen you grow.  
Watched you play, new each day,  
I begged the time to slow._

 _And though I miss the little girl,_  
 _You've made me awful proud._  
 _Funny how our lives change,_  
 _Cause you're my hero now._

"You're my hero now," Ruby repeated under her breath.

Raine held her closer, noticing the growing wet spot on his chest. He planted a gentle kiss on her forehead as he cradled her close, his right hand lifting from her back, gently stroking her hair as Weiss continued her serenade.

 _But things in life will rearrange,_  
 _Friends come and go._  
 _Don't ever doubt don't ever fear,_  
 _I'm always here and you know._

 _I will cling, I will clutch,_  
 _I'll hold onto you, I won't turn away._  
 _I won't leave, I won't go,_  
 _I will stay with you all our days._

Even Weiss was becoming emotional as she steeled herself to wrap up the song. When Yang approached her about singing at the Prom, she was resistant at first. Of course, Professor Goodwitch had overheard their conversation and even readily agreed to it. Her mood changed when Yang told her which song she had in mind, something very personal from hers and Ruby's past. After Goodwitch informed the young ladies that she regularly played piano, the song was set. A couple hours worth of rehearsals was all they needed to get it down. Now, as she stood in the spotlight once more, her gaze fell upon her klutzy team leader, rocking in the arms of her love to the song once sung to her by her mother and sister as a lullaby. She was happy she could do this for Ruby; she was resolved to finish strong.

 _I will stay with you, all our days._

That final verse was met with thunderous applause and no small amount of tears. She curtsied gracefully along with Professor Goodwitch, marking the end of their performance and cuing the DJ to resume the usual lineup.

"Can we... can we take a walk for a bit? I think I need some fresh air," Ruby asked her date in-between a couple hiccups.

"Of course," Raine spoke softly to her, helping lead her through the crowd and out through the halls massive doors.

On a balcony overlooking the dance floor, Mercury and Emerald stood watching with astute eyes, though Emerald allowed herself to enjoy the lullaby more than her partner.

"Maybe that could have been us if our lives turned out different, to be down there with them with so little worries," she remarked wistfully, though her smirk remained.

He snorted in response.

"Maybe, if you're into that sappy crap. For now though..."

He lifted a short-range communicator to his mouth.

"It looks like all the dancers have partners now," he said as he sent his transmission.

" _How long would you say I have?"_ replied Cinder's voice.

"I'd say be back by midnight, just to be safe."

" _That's all the time I'll need. I'll keep my eye on the clock."_

* * *

 **A/N: For Ruby and Raine's training session, those were real meditation steps and poses that I used. Granted, I had to look it up to get the exact details right, but I can say from personal experience that it is an amazing way of relieving stress. Who knows, maybe some of you might give it a shot. I highly recommend it. As for the dance scene, I molded this to be a perfect fluff moment for our two heroes. Some people will argue that "All Our Days" is Yang singing about Ruby, others might argue that it's from Summer to her daughters. I figured why not both, and make it a lullaby for our two favorite sisters. Finally, we have many allusions to Weiss as a vocalist, but really only see her sing in her trailer. So I seized the day and made a thing. Anyway, I hope you enjoyed reading this chapter. I certainly did writing it. Stay tuned for next time!**


	21. Omens of the Future

**A/N: Hello everyone, ZEN here and I am finally back after a brief hiatus. With a heavier load from school and work, finding time to write has been more difficult lately. Still, I managed to get this chapter out for a Thanksgiving release. Think of it also as a thank you from me for all of your continued support.**

 **Disclaimer: I do not own RWBY.**

* * *

"Are you feeling ok Rubes? It looked like that song got to you a bit."

"Yeah... yeah I... it just... brought back a lot of memories is all," she answered him as she wiped the moisture from her eyes.

"Do you want to talk about it?" he asked her as they sat on a bench in the courtyard.

"That song; mom used to sing it to me every night when I was little. After she... died, Yang would keep singing it to me until I got older. Hearing it again after so many years... kinda tugged at my heart a little bit."

She gave him a smile, despite her sorrow.

"Having you here though made it worth it."

She grasped his hand with hers and cuddled in tight.

"I miss her, ya know? I thought I had gotten over it but... I guess that song just dug up emotions I wanted to keep buried."

"Why would you want to bury them though?"

"It hurts. It hurts a lot, knowing she's gone. I wanted to feel like I was strong, that I could stand on my own feet for once without anyone having to pick me back up."

She smiled wryly.

"I was doing pretty well actually, then you walked into my life and all of a sudden it was like I was back to square one."

Raine feigned injury at her remark.

"Wow, so sorry I had to go and ruin it for you," he responded flatly.

She smacked him in the chest.

"Idiot. I never said it was a bad thing."

They sat there for awhile longer, enjoying each others company in a rare moment of solitude. No Yang was going to barge in on them this time, not with Arianna distracting her for the night. Ruby's blush crept back up on her as she thought back to their moment on the cliff. How far would they have taken it if Yang hadn't shown up? It wasn't like she didn't trust him, far from it in fact, but how quickly they were falling for each other kind of scared her... if she decided to be honest with herself that is. How ironic would that be? She could face down certain death but not intimacy.

Raine, despite the company he had, didn't let himself to become completely distracted. Old habits died hard, especially with the type of life they were living, so when an unsettling chill shivered up his spine, he didn't choose to ignore it. Ruby picked up on his sudden unease and looked up at him curiously.

"Are you ok?" she asked.

"Something doesn't feel right..." he answered vaguely as he stood up from their bench.

Her huntress instincts kicking in, Ruby followed his example and started scanning their surroundings. Two pairs of silver eyes swept the entirety of the courtyard, yet they couldn't pick up anything amiss. Aside for the random party-goers turning in early for the night, they were completely alone.

"I don't like this; come on," he motioned towards her.

The couple moved swiftly, Ruby a bit less-so as her awkwardness in the pumps started coming back. Oh how she hated these things; what she would give for her boots and hood right now. That was when a flash of movement caught her eye; a figure was running along the rooftops towards the CCT tower.

"Hey..." she said quietly, tapping Raine on the shoulder. "Do you see that?"

He followed her gesture and narrowed his eyes. Pulling out his scroll, he punched in a few commands. Seconds later, the tell-tale sign of weapons lockers closing in on their location broke the quiet of the night. They winced as they landed heavily with a crash, hoping their mystery man didn't catch on. The sturdy capsules hissed with a release of pressure as they slid open, revealing Crescent Rose and Tempest tucked neatly away.

"Let's go check it out," Raine said simply as he grasped Tempest by the hilt, drawing it on the spot and leaving its sheathe in the capsule.

"Think they might be up to no good?" asked Ruby as she grasped her baby.

"I'd put money on it."

The two guardians rushed off in pursuit, hoping to catch up before their target disappeared. They rounded the corner onto the impressive path leading up towards the tower. Ruby allowed herself a small moment to finally see the thing up close, she just wished it was during better circumstances. The glint of metal caught her eye as they ascended the marble staircase.

"Is that...?" she started under her breath, then realized it was the body of an Atlas soldier.

She rushed over to the man's unconscious form, Raine following close behind her.

"He's not moving," she said as she knelt down beside the body, Raine joining her.

A closer inspection showed that his neck was twisted at an odd angle. Pressing a pair of fingers to a vein, he frowned when he didn't feel a pulse.

"He's gone," he said with a grimace. "I've got a bad feeling about this."

Without a further word, they rushed into the main atrium of the tower.

Inside they found three more victims, though this time their causes of death were far more high profile, if the blood spatters were any indication. Whomever was responsible had left nothing to chance, as each strike was meant to kill, and kill efficiently. One had his throat slit, probably the first to fall. The others seemed to have taken impalement with a jagged blade. Raine quickly pulled his scroll from his pocket, swiping until he found Ozpin's contact number, which he had saved the night he received his old man's package. The message he sent was simple:

 _Intruder at the CCT tower; multiple fatalities, all Atlas personnel._

He pressed the send button and stowed away the device.

"Why would someone do this...?" Ruby asked quietly; she could handle dead Grimm just fine, but people were a different story.

"I don't know, but I intend to find out," he answered as he palmed the elevator door. "Gods...!"

The door had slid open to reveal the bodies of two more soldiers. Like the first, they had suffered from broken necks and blunt trauma. Frowning at the grizzly work, Raine grasped one by the ankles and pulled him from the elevator, setting him aside along with his deceased partner. Ruby took a few moments to compose herself, the presence of death sitting heavily on her shoulders. Still, she swallowed down the bile that bubbled up her throat; she had to, if she wanted to become a huntress.

"Are you sure you want to come along?" Raine asked her seriously. "It might be better if you went and got help. I'm not sure how long it will be before Ozpin notices my message."

She shook her head.

"No. We do this together, remember?"

He gave her a curt nod as the two climbed into the elevator. Raine steeled himself as the elevator doors shut on them. Whomever they were about to confront had wiped out a full squad of highly trained soldiers. A part of him even hoped their killer was working alone. Fighting a team would likely be too much for even he and Ruby to handle.

"So... any idea of the guy we're going to fight?" Ruby asked.

"Hard to say," Raine answered. "My first thought was Adam, but he would have gone out of his way to make them suffer."

Ruby shuddered at the thought of confronting that demon again. She knew he was still out there somewhere; he hadn't died on that mountain top.

"My next guess was Torchwick, but the tower has nothing for him to gain, nor has he killed anyone during his robberies."

"Which means we're dealing with someone completely new."

"Exactly, along with all the surprises and irritants that come with them. Keep your guard up, and don't underestimate their power."

That final chime of the elevator arriving at the terminal room left the two guardians feeling anxious. Raine went first, Tempest held protectively in front of him while Ruby watched his back, Crescent Rose extended to its full length. The soft glow of the monitors and the illumination from the Shattered Moon were the only sources of light; they we're in the enemy's territory now and they held all the cards. At that moment, the hairs on the back of his neck stood up on end.

"Move!" he yelled to Ruby, prompting her to jump to the side.

A figure in black had landed between them, a pair of jagged, glass scimitars swiping at the ground where the two guardians had stood a mere second before, leaving deep scratches in the reinforced glass. Raine rolled to his feet from his dodge, staring down at their opponent. It was a woman, lithe in form and dressed in all black, with a form-fitting sleeveless leather top and similar, long pants. The top was zipped low to display an ample amount of cleavage. Numerous pockets decorate the pants, suggesting hidden weaponry or tools within. He could not see her face; the black butterfly mask obstructed most of it, but he did get a clear look at burning, amber eyes.

Raine lunged forward, Ruby following his lead and moving in with her own attack. The woman met them soundly, easily twisting and parrying between their assaults with minimal effort. A particular hard kick to the chest sent Raine stumbling, allowing her to concentrate on Ruby. She caught the scythe between her swords and, with twist, sent the mighty weapon clattering away, much to its owner's shock. The assassin smirked at Ruby's bewilderment and lunged forward for the kill. Out of reflex, Ruby's form burst in a cloud of rose petals, saving her life as she used her Semblance to retrieve Crescent Rose.

Raine returned to the fray, silver eyes alight with power as he swiped at her head. The two combatants traded blows, their blades clashing furiously with the ring of steel on glass. Raine made a particularly hard swipe at her head, but the woman was one step ahead of him. Ducking to avoid the attack, the assassin then leaned backwards into a hand vault, kicking him hard into the chin as she moved to gain some distance. In an acrobatic display, she vaulted a few more times before jumping high into the air, her dust reforming into a glass bow. Three arrows were drawn, each one smoking with explosive power. Raine hastily erected a shield to cover him and Ruby, the tangible bubble of aura taking the full brunt of the attack. Without his sapphire to draw from, he felt the full effects of the detonations, sending a wave of fatigue through his body.

Among the rumble of the shockwave, his ears picked up on the ding of the elevator. Glancing over his shoulder, he was surprised to see General Ironwood emerge with an impressive revolver in his hand. The assassin must have noticed too, for immediately afterwards the shattering of glass broke through the smoke infested room. A sudden rush of wind cleared the area, but when they could finally see without obstruction, all that remained was a sizable hole in the panoramic window.

"Damn it," Raine swore under his breath, Ruby standing next to him as she gripped her scythe tightly.

"I got the message from Headmaster Ozpin. Are you two alright?" Ironwood asked them as he stowed away his firearm into his coat.

"Besides losing yet another bad guy, yeah... we're fine," Ruby answered dejectedly.

"Can't say the same for your men though," commented Raine with bitterness in his voice.

Ironwood gave them a nod of acknowledgment.

"This is a dangerous life we live, and they understood the risks; they'll be given full honors when they return to Atlas"

Ironwood adjusted his tie as he addressed them further.

"Listen to me you two; what we're dealing with is greater than either of you can comprehend. For your own good, stay out of this affair until I have discussed this incident with your Headmaster."

"What?" protested Ruby. "You can't just expect us to do nothing!"

"I expect you to respond tactfully and rationally, as I would expect from any student of Beacon. Head back and enjoy the rest of the festivities. We'll take care of this in the morning."

The General left no room for argument. Reluctantly, the two guardians relented and departed in the elevator, leaving Ironwood behind in the now ruined transmission tower. Their infiltrator, he hoped, wouldn't get too far with his men combing the courtyards. Still, he wasn't a veteran military officer for nothing, and he wouldn't leave anything to chance. Seating himself at one of the remaining intact terminals, he set to work searching the system for any tampering.

On the outside, Ironwood was as calm and collected as anyone of his position was expected to be, but inside he was furious. Their little infiltrator had killed many good men, some of which he hand picked for this assignment. Their enemy was moving faster than any of them could expect. In his own mind, he was already resolved to take action as he subtly sent an urgent message to Winter. All he could do now was pray that Ozpin would finally see his side.

* * *

Cinder strode gracefully through a side-hallway connected to the main ballroom. A wave of her hands and the circling of orange runes banished her tight-fitting leathers, replacing them with a brilliant, black ball gown with a high slit on her right leg, and glass high heels. Black opera gloves sheathed her arms. Her butterfly mask lay discarded on the floor, which she promptly crushed with the ball of her foot. She smirked to herself as she threw open the double doors that led into the ballroom; Ironwood's men were easy to give the slip and the dancers were too distracted in themselves to notice her entrance. To her great delight, the music had taken on a much more traditional waltz.

Making her way through the swaying crowd, she came upon Emerald and Mercury, playing the part of good students and partaking in the dance. She tapped the jadette on the shoulder with a gloved hand.

"May I cut in?" Cinder asked in her sultry tone.

"Of course," Emerald answered her without hesitation, breaking the dance and stepping away to give them some privacy.

The older woman stepped forward with smooth grace, taking a much more intimate stance with the steel-haired boy, her hands wrapping him in an embrace more akin to a lover. Mercury smirked at the contact and immediately placed his hands on her hips. They swayed together to the rhythm.

"And how has _your_ night been?" he asked to break the ice.

"A bit more... eventful than expected," she answered with her own smirk.

"Should we be worried?"

"Not at all. By the time morning comes around, they'll all be scratching their heads none the wiser."

"So what do we do now?" Mercury asked suggestively.

"Enjoy the rest of the night. After all..." she leaned in closely to his ear. "It is a party."

* * *

Ruby stomped angrily into their room, tossing a collapsed Crescent Rose up onto her bed with an unusual amount viciousness. Her pumps suffered an even worse fate as she kicked them off her aching feet and chucked them out the window. Raine slowly followed in after her, unsure of how to approach her considering he had never seen her so angry before.

"Why?" was her only question to him.

Raine gave her a curious look as he stripped himself of his suit jacket and removed his tie. He set Tempest, now with its sheathe retrieved, calmly in the corner next to his bed.

"Why what?"

"Why are we always being treated like we're kids?" she asked again, her breaths coming in seething bursts.

Raine gave her a sympathetic look and brought her in for an embrace. The girl resisted briefly, unable to get the anger she felt out of her heart. His presence soothed her, but only slightly.

"Because to them, we _are_ just kids."

"But for how long? We've been told over and over again that we're supposed to become the protectors of this world, but every time we try to do that, we're always getting yelled at or lectured. I'm sick of it, I'm sick of people thinking we need to be held back. Hell, you've already been let in on the loop, and here I am getting left behind."

Her eyes were glowing furiously as she drew upon her darker emotions, something that did not go unnoticed by Raine. Pride, the downfall of the Guardians, was starting to take root in Ruby, and it concerned him greatly.

"Ruby..." he started, looking into her gleaming, angered eyes. "I will _never_ leave you behind. You jump I jump, remember? No matter what happens or what we do, so long as you want me, I will _always_ have you by my side."

She trembled in his grasp.

"But... what if Ozpin orders you not to?"

Raine gave her a wry smirk.

"Then I guess he'll just have to find another Guardian."

That declaration shocked the young Rose. She sputtered in response, trying to grasp a coherent explanation as to why that would be a bad idea, but he cut her off with a kiss. Like a switch being flipped, her worries and anger melted away under his loving embrace. She was falling harder for him by the second, and this time, it didn't frighten her in the least. Raine tenderly cupped her cheeks in his hands as he gently broke the kiss.

"You are my everything now, Ruby Rose. I want you with me, I want us to do this together."

The power in her eyes dissipated, once again returning to that soft shade of silver that he had fallen in love with ages ago.

"Ok... you made your point," she told him meekly.

A blush then grew on her face.

"Can... can you help me out of this dress?"

It was Raine's turn to blush as the full weight of what she was asking him to do smacked him in the face.

"Uh... sure, if you want me to," he replied nervously.

She turned on her heel, exposing to him the creamy expanse of her back shielded only by transparent, black fabric. Raine swallowed the lump in his throat. Despite what many males thought of him and his team, the furthest state of undress he had seen any of his teammates in was sleeping attire, and aside from Yang who like exposing a bit of skin, the others were far more modest. His mouth went dry as his hands lifted to her collar, pausing for a moment as he steeled himself for the act.

"How... how do I-"

"There's a hook in the back of the collar," she answered him with a smile, knowing exactly what it was he was going to ask. "This part of it stretches a lot so don't be afraid of it ripping."

He struggled to suppress a nosebleed at the thought of literally ripping his girlfriend out of her dress. With as steady a grip as he could muster, he unsnapped the black fabric, earning a sigh of relief from Ruby as the pressure released around her neck. The black mesh along her upper body seemed to loosen considerably as well, which would make it easier for her to slip out of.

"Next, untie the sash. It's just a bow, so it'll come out easily."

A bit more confident now, Raine did as asked and followed her directions as he gently grasped one end of the bow and pulled; the satin fabric fell loose smoothly. Her own hands went to work loosening the ribbons of her bodice, her ribs expanding back to normal with the release of pressure. Slowly, he encircled his arms around her waist, pulling her in close and breathing in deep; her scent was intoxicating. Ruby leaned backwards into the embrace, her own hands slipping from her chest and allowing the dress to fall forward. The frilly fabrics pooled around her feet, leaving her in only her black, cotton panties and stockings; her blush returned tenfold. A wicked and very Yang-like idea then wormed its way into her head. To his shock, she turned to face him.

"No fair if you're still dressed," she remarked with a coy smile.

"R-Ruby..." he stuttered, dumbstruck by how blatantly she was exposing herself to him.

He couldn't help himself, he had to burn this image into his memory. Her form was absolutely flawless, with not a single blemish marring such perfect skin. How she managed to live a life of a huntress without a single scar stunned him. Raine inhaled sharply as her nimble fingers set to unbuttoning his shirt. One button after the other came loose, steadily revealing to her sight those delicious muscles that endlessly teased her in her dreams. As the final button came undone, she slid her palms underneath the troublesome fabric, the skin-on-skin contact sending countless goosebumps across their forms. Slowly, she slipped the shirt from his shoulders, leaving him almost equally bare.

"Your sister is going to kill us if she walks in now," he breathed unsteadily, his mind a haze that was roiling with need.

"I don't think she'll be popping in very soon," she answered confidently, her hands falling to his belt buckle. "She and Ari seemed _very_ interested in each other. Besides, her constant interruptions have made me very needy..."

Despite his raging hormones, Raine shoved his own desires aside.

"Ruby... are you _sure_ this is what you want? If we go any further, I might not be able to hold back much more."

His voice came out raspy with need. She paused with embarrassment, her nervousness returning to the forefront of her mind.

"I-I... well, I don't really mean _all_ the way, ya know? But there's... other stuff... we could maybe try..."

Her voice trailed off with that suggestion, her eyes turning away to hide her bashfulness.

"And what kind of other stuff would that be?" he asked her with a whisper into her ear.

The huskiness in his voice sent shivers down her spine.

"I... grabbed one of Blake's books when she wasn't looking," Ruby admitted shyly. "They got very... detailed."

His mind nearly snapped. Raine would never have guessed that Ruby Rose, the same innocent and unspoiled leader of their team, would be initiating this next level in their relationship. The thought sent fire through his veins. Securing his grip around her waist, he pulled her on top of him as he fell back onto his bed, causing her to squeak out in surprise. She stared up into his eyes with a mixture of shock and lust.

"Show me what you learned," he told her with a smoldering look, causing her to shudder with arousal.

They didn't get much sleep that night.

* * *

Arianna paced restlessly along Beacon Cliff early the next morning. That didn't mean she had a bad night; quite the opposite in fact. Yang Xiao Long had proven to be quite the passionate and wild lover, bringing the monkey faunus through release after gloriously bed shaking release. She would never have thought to use her tail like _that_ otherwise. The two had passed out on the floor in a tangle of limbs and sheets. Needless to say, that was one of the most restful nights she had ever had. Of course now things were different; a new day meant it was back to business, and the day's first order of business had her shaking with anxiety.

She wasn't worried if Raine and Ruby would show up, she was quite certain they wouldn't forget. What worried her would be how they might react. Some later meditation helped her sort out some finer details of her vision and it left her visibly shaken. She wrung her hands as she went over the images religiously in her mind's eye. Had Raine not tapped her on the shoulder, she would never have noticed they arrived. That action almost made her jump out of her skin.

"You ok Ari? You look like you've seen a ghost," he said with concern.

"No... no I'm fine," she answered after a moment's hesitation.

"Raine said that you had something big you wanted to tell us," Ruby mentioned. "So what's up?"

Arianna took a deep breath as she looked them over. The two guardians seemed to be glowing, not at all like the versions she saw in her vision.

"Before I start, there are a few things that I would need to tell you, things you might not believe or take seriously, but please don't think I'm crazy for saying them. Can I trust you?" she explained with unease in her voice.

The two guardians nodded confidently, encouraging the seeress to continue.

"Ok then. First of all, my Semblance is something most would consider a hoax; foresight. I can see things before they happen, sometimes within the first five minutes, sometimes as far ahead as next year."

"Whoa, so that means you can see the future?" asked Ruby with awe, causing Ari to giggle.

"Basically yes, but its not always true all the time. I don't have full control of it and the most vivid visions only happen in my dreams. Sometimes though there are certain visions I can't ignore, something too big to just set aside, and a couple nights ago I saw something that I just can't keep to myself."

She took a deep breath.

"I saw Vale burning, Beacon torn apart and the tower reduced to rubble. I saw a woman wielding fire striking down your headmaster, and a great dragon circling above the Kingdom. The White Fang were attacking with armies, all of them well equipped with ancient weapons that easily contested with the garrison that General Ironwood had brought along. They tore through the Wall, allowing Grimm to flood into the streets. I... I could hear their screams, the screams of the people as they tried so hard to run but... and the smoke... so much fire..."

Arianna was trembling as the memories were rushing back to her, prompting Raine and Ruby to rush forward with worry. Raine took his surrogate sister into his arms, trying to calm her down from her panic attack.

"It's alright, you don't have to say anymore," he said trying to soothe her, but she shook her head in defiance.

"No, I need to get this off my chest."

She took another deep breath before continuing.

"Adam was there too, and he was... surrounded by this dark energy. It was like I was staring at evil incarnate; his form cast a shadow across the entire city. But at the heart of all this were the two of you. The worst of it though was that... I couldn't tell which side you were on. There was just so much... anger and hate rolling off of you that I didn't know whom it was for. The sheer volume of energy conjured terrible storms in the sky. I... I'm afraid for you, both of you, that this attack is going to force you into something horrifying."

Raine grew serious at the implications. The idea was not lost on him, as it was no secret to him that the temptation of power caused many Guardians to lose their way. As he thought further, there were certain possibilities to Arianna's vision that held a great deal of merit. The pain of loss had been the catalyst for both his and Ruby's awakenings, but could something push them even further? Did he even want to find out? One thing was for certain; if he had ever lost Ruby, he would lose himself to that terrible darkness that now dominated Adam. The power to destroy, to control, to bring retribution on those who would wrong him... the very idea alone was dangerous.

"Do you know when this attack is supposed to happen?" he asked her.

The seeress took a moment to compose herself.

"During the Vytal Festival," she answered with a slight tremor in her voice. "I... Cyan and I don't make it, nor do many of our friends."

"What do you mean 'don't make it'?" Raine pressed with an unusual amount of fear in his voice.

"We don't survive the battle..." Ari whispered quietly.

He grasped her by the shoulders.

"No."

"But Raine-"

"I said no," he repeated more firmly. "I don't care if Adam opens up a gate to Hell itself, or if the moon comes crashing down on our heads; I am _not_ going to lose you two again."

"He's right," Ruby added. "We've gotten much stronger, and we'll keep getting stronger so that nothing like that happens."

Arianna smiled sadly.

"Some things you just can't change. Don't make any promises you can't keep."

* * *

 **A/N: Consider this a wrapping up of fluffy chapters. I might catch some flak for not making the bedroom scene a lemon, or maybe praise for holding back and leaving it up to the reader's imagination. Just remember, she's still just 15 here. Also, in regards to the "Ari and Raine are siblings" thing, she likes adopting people she likes as siblings. Again, I deeply apologize for the wait as this one took much longer for me to finish in comparison to some of my other updates, and I hope you all had a happy and fulfilling Thanksgiving.**


	22. Second Chances

**A/N: I noticed there was some confusion regarding Arianna and Raine's relationship. I made sure to go back and clarify that they are indeed "adopted" siblings and not blood like her and Sun. Arianna is just one of those girls who refers to certain males whom are close to her as "brother", which is used as a term of endearment. As such, that mindset has also rubbed off on Raine. But yes; tension has now set in. Enjoy this early update.**

 **Disclaimer: please see chapter one if you have any questions.**

* * *

Headmaster Ozpin did his best to fight off an approaching migraine, his hands clasped in front of him as he rubbed at his temples. Last night had been the most blatant act against the school, and this time they had no clue as to the identity of the infiltrator. Several soldiers of Atlas now lie dead in their coffins aboard an outbound airship and this had all happened under his nose. The pressure he was now receiving from the good General was not helping his situation either.

"They were here. Ozpin... they were _here_!" pressed Ironwood.

"Thank you James, we are very much aware!" retorted Goodwitch with no small amount of bite in her tone.

"Fantastic! You're aware; what then are we supposed to do? Just hold the course until this whole thing blows over?"

Their bickering was interrupted with a chime of the elevator.

"Come in," announced Ozpin as he stood from his seat.

Out strode Ruby and Raine, both looking apprehensive of the coming talk. Their track record for thwarting bad guys was rather sad right now.

"Sorry that took so long. A friend of ours really needed to tell us something," Ruby explained sheepishly as she rubbed the back of her head.

'Thank you for coming, you two. How are you feeling?" asked Ozpin in his usual tone.

"Alright I guess, all things considered," Raine answered curtly.

"I didn't get a chance to say so last night," started Ironwood as he approached them, "but I want you two to know that what you did is to be commended, and was exactly what I would expect from a pair of Guardians. You recognized a threat, you took action, and you did everything within your ability to apprehend it."

He placed a hand on Raine's shoulder as he said this, but the young man didn't feel anything positive from the action. Ruby inched closer to her boyfriend, sensing his unease.

"Thanks... I guess. I'd feel better if we actually caught the snake," Raine responded candidly.

"The General has already informed us of the events that... transpired last night, but now that you have rested we would like your input as well as you may have something to add that is unknown to us," continued Ozpin.

"Was anyone else with her? Did she look familiar to you at all?" asked Goodwitch.

"Hard to say..." said Raine shaking his head. "She wore a mask but she did have glowing amber eyes, almost like literal fire. She didn't speak either."

"She fought with fire too," added Ruby. "Her clothing lit up every time she used it. She could also make weapons out of glass, but I'm not sure which would be her Semblance."

Goodwitch brought a hand to her chin as she contemplated the description.

"Aside from the glass... this sounds like the same woman I fought the night we met our two guardians."

"Embedding Dust into clothing is an age old technique; it could have been anyone," retorted Ironwood as he shook his head.

"Hold on," said Ruby. "Does this mean this woman could be connected to Torchwick and the White Fang?"

"It's possible," answered Ozpin, "but so far we lack the required evidence to make such a conclusion."

"Only one way to find out then isn't it?" suggested Raine. "We go southeast of the Wall and look."

"What are you talking about Mr. Zaffre?" questioned Goodwitch.

"The night Blake and Sun crashed that White Fang meeting, they found out about an operation being done in the southeast. I remember that area from our classes with Professor Oobleck; those are the ruins of Mountain Glenn. If I was a megalomaniac trying to hide an army of terrorists, that's where I would be."

Ironwood gave Ozpin a look, as did Goodwitch as if this was something the three hadn't yet already discussed.

"Thank you for your cooperation, Guardians," said Ozpin. "Why don't you go spend some time with your team? You have a big day ahead of you."

"Anytime," Ruby answered with a smile as she and Raine turned to leave.

"Oh, and try to be... discreet about this matter," the aging Huntsman added.

"Yes Headmaster," Raine replied.

The three teachers waited for their students to depart before allowing their frustration to show. Goodwitch had pulled Ozpin aside, questioning why she hadn't been told about this new information on Mountain Glenn in the first place. Ironwood leaned heavily against the window with his arm, the echo of his fallen soldiers bouncing around in his head. He silently prayed their loss wouldn't be for nothing. A chime from his scroll showed a message from Winter; she had arrived back on campus.

"That's it then," the General told his colleagues. "We send as many troops as we can to Mountain Glenn, get to the bottom of this issue, find Qrow, and eliminate any resistance that comes across our way."

"Why must _every_ last one of your solutions involve a grotesque display of military bravado?" protested Goodwitch. "I swear you treat _every_ problem like its a contest of measuring d-"

"Glynda!" reprimanded Ozpin with a raise of his hand.

"Well he does..." she muttered under her breath.

Ozpin turned to face two of his most trusted partners.

"She's right. As much as I too would love to end this once and for all, we must remember that if the White Fang are connected, this issue will go beyond Vale, perhaps even beyond the Kingdoms. We are keepers of the peace first, soldiers second. If this is simply a step in some larger, master plan for which we know not the final move, we mustn't be so bold, nor can we risk inciting a panic."

Ironwood remained unconvinced and his ire was rising.

"I have served you faithfully for years... but if you intend to tell me that our plan is to stay put and hold the defenses-"

"It is not!" Ozpin forcefully cut him off as he stood from his chair. "James, you are a General, so tell me; when you're preparing for war, who is it that you send in first? The banner-men, or the scouts?"

Ironwood took the high road to keep his dignity by averting his gaze, mentally chastising himself for such an Academy-level mistake he almost ordered.

"This is why Atlas trains Specialists; send yours. One of my Huntsmen will accompany her," reasoned Ozpin as he took his seat once more.

Swallowing his pride and trepidation, Ironwood reluctantly relented.

"If that is what you feel is best..."

* * *

"Where have you two been?!" demanded Yang as she, Blake, and Weiss rushed the door as their missing teammates returned to their room.

"It's... a bit of a long story," said Raine as he rubbed the back of his head.

They told them everything; the incident at the tower with the mysterious woman, Arianna's vision, and the talk with Ozpin. The reactions of their teammates ranged from awe, to grim speculation, to concern. Opinions were equally divided, as would be expected from three largely differing personalities.

"That was a risky move," chastised Weiss.

"No," disagreed Blake. "I think it was handled pretty well."

"Which part? The infiltrator or the vision? Speaking of which... do you actually believe something like that?" Weiss challenged Raine, knowing he had known Arianna for much longer.

"I have no reason not to believe Ari," he replied confidently. "She said it herself that sometimes these things come true, other times they don't. _If_ by the off-chance this one just happens to be real, we would be foolish to ignore it."

Weiss turned away, throwing her hands up into the air as she sat down on her bunk.

"Great; two of my closest friends just might very well be the Heralds of the Apocalypse," she declared with a huff.

"Oh, I _knew_ you cared!" cheered Ruby as she rushed over and gave her bestie a tight hug, much to the Schnee Heiress' disdain.

"Come on guys, I'm sure it will be fine. If it does happen, we'll just kick some more White Fang butt like usual!" explained Yang with her usual cheery self. "Oh, by the way sis! We got a package from dad!"

The younger sister squealed into Weiss' ear, but to the girl's relief, the red reaper quickly let go and rushed over to join Yang.

"Something from home! What is it, what is it?!" she yelled as she jumped Yang's back.

"I dunno yet, I just thought we should open it together," answered the brawler as she picked up a fairly small, cylindrical package from the coffee table.

Their friends leaned in close as Yang turned the package upside-down and gave it a shake. With a thunk, a furry thing in the same shape as the packaging fell out and onto the floor. The five teens leaned in close as they stood over the object, and flinched when it started to shake. With a final pop, it expanded into its real form; a black and steel furred corgi. The girls jumped when it gave them a happy bark.

"ZWEI!" cheered Ruby as she snatched the pup into her arms.

"He sent a dog?!" asked a shocked Blake.

"In the mail?!" added an equally shocked Weiss.

"How...?" summed up a dumbstruck Raine.

Ruby ignored them as she giggled up a storm under her beloved dog's barrage of kisses.

"Oh he does stuff like this all the time," Yang answered as she waved them off.

"Your father or your dog?" questioned Blake from Ruby's bunk, trying to put as much distance between her and Zwei as possible.

"You mean to tell me that this mangy, drooling... flea infested... mutt," said Weiss, her composure breaking under the corgi's happy-go-lucky gaze, "is going to wiv wiff us forevar?" she finished, her words devolving into a babying tone.

She immediately joined Ruby in showering Zwei with affection.

"Please keep it away from my belongings," Blake said flatly.

"Attention. All first year students, please report to the amphitheater," came Professor Goodwitch's voice over the intercom, prompting Weiss to snap out of her puppy-induced stupor.

"Hold on, we can't just leave him here while we're gone for a week," she said with concern.

"Well dad left a letter; let's see what it says," reasoned Yang as she removed the note from the package.

"Dear girls, I've got to leave the island for a few days, so I'm sending Zwei to you to take care of. Enclosed is all the food you should need. Love you both; Taiyang," she read from the letter.

Yang then turned the package upside-down, allowing a physics defying pile of tin cans to fall out and onto the corgi's head. The pup never noticed, and the three family outsiders never questioned, except for one.

"What is he even supposed to do with those?" asked an incredulous Weiss.

Yang gave the package one more shake and out fell a hand-crank can opener. That apparently was all she needed for convincing as she tossed the empty package to the side with a shrug.

"Whelp, that settles it. Come on team, Zwei will be here when we get back!" the blonde said happily as she made for the door, a pack slung over her shoulders.

Weiss seemed to accept it and, after giving Zwei a few more head-pats and promising him that they were going to have so much fun when they got back, she followed Yang out of the dorm, grabbing her own bags as she passed. With her cat instincts kicking desperately, Blake didn't bother to step back down onto the floor. Instead, she vaulted over a couple desks, trying to keep as much distance between her and the dog as possible. She yanked her pack from her desk chair and disappeared into the hallway. Raine stayed behind a bit longer as he loaded the last of his ammo into his own pack. He paused when he noticed Ruby looking at Zwei with a curious expression.

"Rubes, what are you thinking?" he asked hesitantly.

She smirked at him and, much to his surprise, yanked his own pack out of his hands. She worked quickly, emptying her own and stuffing her essentials into whatever space in his bag he hadn't used. Once her pack was completely vacant, she stuffed a few cans into it and happily added Zwei. With a smile on both of their faces, Ruby swung the over-sized backpack onto her shoulders.

"You're crazy," he said flatly as she handed him his pack.

"And you love me," she sang back as she pecked him on the lips.

* * *

Team RRWBY found themselves in a packed amphitheater, with all the students segregated by home kingdom. Raine could pick them out easily; Mistral's crisp black and steel jackets and plaid skirts, Atlas' clean and pressed cadet uniforms, and the familiar mismatches from his old home of Vacuo. He wondered if any more of his old peers were in that crowd. They set their bags down against the wall behind Beacon's group and joined Team JNPR at the back of their section. Standing on stage was Professor Goodwitch as she waited for the last of the students to take their places.

"Quiet please," she said, causing the commotion to settle. "Before we begin, Headmaster Ozpin would like to say a few words."

Ozpin took the stand, adjusting his spectacles as he began his speech.

"Today we stand together, united; Mistral, Atlas, Vacuo, Vale. We are the Four Kingdoms of Remnant, and on this day eighty years ago, the largest war in recorded history came to an end. It was a war of ignorance, greed, and oppression, but it was a war about much more than just where borders fell or who traded with whom, but a war about the very idea of individualism itself. We fought for countless reasons, one of which being the destruction of all things art and self-expression, and as you are well aware that was something that many could not stand for. As a result, those who opposed this tyranny started naming their children after one of the core aspects of art itself; color. It was their way to demonstrate that not only would they not tolerate this oppression, but neither would the generations that would follow them, and it was a trend that has continued to this very day. We encourage individuality, expressionism, and unity all through diversity."

"As I have said, today we stand together united, but this unity cannot exist without effort. Which is why while the rest of the world celebrates peace and prosperity, it is our duty as Huntsmen and Huntresses to uphold it. As first year students, you shall be tasked with shadowing a professional Huntsman or Huntress on a mission."

At this moment, several holographic screens activated along the walls of the amphitheater, each one displaying various assignments that the students were free to choose from.

"Some of you might be taken out of the kingdom for several days, others may remain within the walls for the rest of the week. Most importantly however, no matter which path you choose, remember to stay safe, remember your training, and do your very best."

Ozpin finished his speech to polite applause, prompting the students to file away to the mission boards. Ruby was beside herself, as she couldn't believe their luck. She shared such with her team.

"This is perfect; all we need to do is shadow a Huntsman in the Southeast! There's no way we can get expelled this time!" she said happily.

"Yeah! We'll follow them around by day and give them the slip at night!" Yang enthusiastically agreed.

Raine was more skeptical.

"I dunno. I doubt they would be that lax with a bunch of teenagers running around."

"Let's just check search and destroy and see what pops up," suggested Weiss.

Together, Team RRWBY approached the nearest mission board. On it there were still missions such as village security, merchant escort, and assistant teacher at Signal. Thankfully, one search and destroy mission seemed like it was readily available.

"How bout this one?" said Ruby. "Quadrant 5 needs Grimm cleared out."

"Well it _is_ in the Southeast," supplied Blake.

"Perfect! Let's take it," agreed Yang.

Ruby stepped forward and selected the mission card. She typed in their team name on the virtual keyboard that popped up and pressed enter, but was met with a large, red error message.

"Mission unavailable due to prior assignment to Team ARC...?" Raine read out loud. "That can't be right..."

"It's right actually. Don't get too worried, Stormcloud."

Team RRWBY turned to see Arianna and Cyan walking up to them. While Cyan remained in his usual bodysuit, Arianna had forsaken her casual clothing for some much more field appropriate attire. She was dressed in long, jungle style combat fatigues, black boots, a steel-gray tank-top and a jacket in the same style as her fatigues. Brown leather gloves protected her hands, her hair was done up in a tight bun, and a large sniper rifle was slung over her back. The only thing breaking this guerrilla outfit were her usual, large golden bracelets that remained on her wrists.

The swordsman gave them an annoyed expression as he crossed his arms, his own team sharing nervous glances with each other.

"Explain," he said simply.

"I believe I can shed some light on this situation," answered Ozpin as he walked up to the group with his own scroll in hand.

"Officially, this particular area has been deemed too dangerous for any first year team to handle. As such it has been restricted to only upperclassmen."

"And unofficially?" Raine pressed further with a raised brow.

"You already know the answer to that question, Mr. Zaffre," Ozpin responded levelly from behind his spectacles. "The situation brewing in Mountain Glenn is more volatile than any of you realize. Our Hunters are spread thin and we would only trust the very best of our students with such an assignment. Naturally, that would fall to Team ARC of Shade and Team RRWBY of Beacon, but this is hindered by only one issue."

"We need a leader," Cyan finished for the Headmaster, his own arms crossed and face set in a stern expression.

Raine was already shaking his head.

"You can't just throw this on me at the last minute..."

"Raine, listen to me," said Ari as she stepped forward and grasped his arms with a solid hold.

She rarely ever used his birth name. It was always Stormcloud, Blue, big brother, or something else, but never Raine unless it was serious, like their talk that morning.

"I know you still blame yourself for what happened to us; I know Big Brother Sun still wants to rip you a new one for it, but you'll never be able to move forward unless you put it behind you."

"It's not that simple," he argued back.

"Sure it is," Cyan chimed in. "We've already forgiven you. You just need to forgive yourself."

"Cyan what are you even doing here? Didn't you just get back from an assignment?"

"Sure I did. Flew back in last night in fact. I caught a glimpse of your little... scuffle at the Tower. There was no way I was going to miss a mission like this. Besides, you know me; I thrive in the field, it's the Vacuo way."

"Long story short," continued Arianna, "we want our leader back, at least for this mission. We're not asking you to abandon Team RRWBY."

"And what about Sun and Neptune? Aren't they supposed to be your team while you're here?"

"I already talked to them," said Arianna. "They want to check out the city on their own without something blowing up for once, so they took a job as Junior Detectives with the Police Station. We also got a message from Haven; Sage and Scarlet have healed up and are on their way to Vale."

Raine sighed heavily under the pressure his old friends were putting on him, as did the watchful gaze of Headmaster Ozpin who clearly was waiting for an answer. Caught between a rock and a hard place, he slowly turned to face his team at Beacon.

"Well? I could use some input here."

The girls wore mixed expressions and all seemed hesitant to answer him. Raine had been with them from the beginning. Giving him up, even though it was only for a few days, wasn't something they were willing to accept readily. Surprisingly enough, it was Blake to speak up first.

"I... think this would be good for you. It's a second chance to right something that was wrong. Not many people are given that opportunity. If I was given the same chance, I'd take it."

Weiss then stepped forward and uncharacteristically wrung her hands together. She swallowed the lump forming in her throat along with her pride.

"Months ago, when we first met, you explained to me why neither of us were picked to be leader of this team," spoke Weiss, gaining everybody's attention as she had always remained tight-lipped about that night. "You opened my eyes as to why Ruby was picked; that she was a natural leader who inspired others to follow. Well the way I see it, you still have that trait if Arianna and Cyan are willing to look past their apparent brush with death and are still willing to call you their leader. I think refusing them would be a mistake, not just on them but on yourself."

Of course, moments like these were rare for the Schnee Heiress, and just as soon as she said it, she threw on her usual indifferent demeanor and shrugged.

"But that's just my opinion."

Ruby felt her lip beginning to tremble, not out of being separated from Raine but from Weiss' heartfelt advice. She knew her self-proclaimed, and not completely denied, bestie had a soft spot underneath that frigid exterior, but she never would have guessed it was Raine who ended up mending the divide that had grown between them.

"I think this is just another challenge for you," Yang told him honestly. "The Raine I know would never back down from a challenge."

Raine felt his heart swelling at their words, but he knew there was only one opinion that could truly sway him in either direction.

"Ruby?" he asked uncertainly, a part of him fearing her answer.

She quickly forced down her brewing tears to the best of her ability and smiled.

"I believe in you," she said simply with a smile on her face.

That was all he needed as he turned to his old friends.

"Alright then. It looks like Team ARC is back on the roster."

"Excellent," said a pleased Ozpin.

He tapped a few commands into his scroll. On the mission board, the error message disappeared, replaced with a confirmation that Team RWBY was added to the roster.

"Now, as for your mission; to clarify, this is not a search-and-destroy assignment. Clearing Grimm will be done only as needed, and your chaperones will give you a full debriefing. Most importantly however, do not underestimate your opponents. Teamwork and perseverance have carried you well in the past, but your enemies will not care. Stay close to each other, listen to your Hunters, and remember your training. As was the case with Qrow, they have full authority to return you to Beacon if they deem the mission to be too dangerous for your skill set. You are to depart in one hour from landing pad 15, so ensure you are properly equipped for a week-long stay at minimum. Good luck."

* * *

Winter Schnee was not known to be a patient woman unless necessary. As an elite Specialist of Atlas, she was often sent on solo assignments, a posting that suited her perfectly fine. That wasn't to say she was incapable of working as part of a group, she simply preferred solitude. As it stood now, as she impatiently tapped her foot while leaning against the hull of a Bullhead, she was steadily reminded why she avoided such missions as these on a daily basis. General Ironwood wouldn't allow it this time, much to her chagrin. He argued that despite her considerable skills, she was to undertake this mission with suitable backup. In this instance, she didn't share the same context of "backup" as he did.

Her partner was none other than the esteemed Doctor Oobleck. This would have sated her standards had it just been he alone, as she had great respect for a Huntsman of his experience, having personally studied several of his written works. She could have gone without the ridiculous safari outfit though. The dominating issue was that they were each going to be leading a team of students for the duration of the mission, a fact she couldn't understand to save her life. Such a sentiment might as well become truth; she was rightfully concerned these children would only be a liability. She wouldn't even deem third year Atlas students to be properly trained for such a dangerous assignment. The worst part however was that she had no idea which teams were being assigned, so she couldn't even brief herself on their dossiers.

"Come now Winter, show some greater spirit. I have utmost confidence in our young charges to see this mission through to the end with flying colors!" the eccentric Huntsman stated jovially as he took another sip of his never-ending brew.

"I shall save my own confidence for when they have proven to meet my standards," she replied coolly. "Atlas protocol has strict regulations on mission conduct."

"I have no doubts that they will learn much from a Specialist, but keep in mind these are still children and not soldiers."

"That's what concerns me."

Silence fell over the pair as scores of students departed the landing platform at the front of the school, all of them eager to get some field experience under their belts. Winter spied upon her younger sister's team and two others speaking with another group, apparently students they were comfortably familiar with. She recognized one of them to be Pyrrha Nikos, a fact that pleased her. It was relieving to see Weiss keep the best of company. The two groups bade their farewells and best wishes, and went their separate ways.

The small smile that crept upon her face soon disappeared however when she realized which direction her sister's team was headed. Curiously enough, she received a notification on her scroll; it was the dossiers for the teams. Oobleck must have noticed as well, as he rushed over to them with that caffeine overloaded speed of his.

" _I guess this is my cue,"_ she thought dryly as she made to follow, scroll in hand as she quickly skimmed over their files.

"Hello there children!" Oobleck greeted them animatedly, with all of them wearing varying faces of shock. "Who's ready for an exciting adventure full of daring and mortal peril?"

"Professor Oobleck...?" Weiss asked uncomfortably.

"Yes and I hope you understand that you have essentially signed up to shadow a Huntsman and Huntress on what is a reconnaissance mission," he answered as he immediately launched into his quick-tongued tirade. "I assure you we will _not_ be setting up a central base of operations, rather we will instead traverse several miles of hazardous wasteland and making camp in whatever safe havens we may stumble upon. I have taken the initiative to stock all essential supplies, plot the course and ready the airship. And it's _doctor._ I did not earn the PhD for fun, thank you very much!"

"Uhh... ok?" she responded with a tilt of her head, though that confusion dissipated as she noticed her sister approaching them.

"Winter!"

"Hello there sister," Winter greeted in her usual stoic demeanor.

She then addressed the entire group.

"As of now you are all under the command of Doctor Oobleck and myself, Specialist Winter Schnee. You are expected to follow whatever commands we issue you as we have full authority to terminate your involvement and return you to Beacon should your performance be deemed unsatisfactory. I do not expect you to understand field protocol but I do expect you to learn, adapt, and follow directions. Do I make myself clear?"

She was given varying responses, ranging from a nonchalant "ok" from Yang Xiao Long to an overly enthusiastic "yes ma'am!" from the blonde faunus whose file she had yet to review. Already she could feel a migraine growing. Thankfully, Doctor Oobleck had taken that moment to continue the mission briefing.

"Seeing as how there are two teams, we will be splitting up to cover more ground during the day and reconvening at our camp upon sunset. Team RWBY, you shall be assigned to myself, and Team ARC, you shall be assigned to Specialist Schnee."

Winter noticed a fleeting look of longing shared between the two guardians in the group; Ruby Rose and Raine Zaffre. General Ironwood had seen fit to debrief her on those two at least, but he failed to mention if they shared a personal relationship. Her eyes narrowed in disapproval, knowing full well the potential dangers of such a bias in the field. That was something she intended to stamp out before they even departed.

"Ruby Rose and Raine Zaffre," she spoke with a commanding tone.

As expected, Ruby stiffened considerably at the almost scolding tone that was carried in the Specialist's voice. Even their friends seemed to jump at the address, which meant the relationship was no secret. It was clear the girl was still just that; a girl. That meant separation would work in their favor. Raine on the other hand met her gaze with one of his own, unflinching and steadfast in his poise. She might have a soldier after all.

"I take it the two of you are aware of the dangers of personal attachments on field missions?" she questioned immediately, gaining a look of surprise from Doctor Oobleck who until then had no knowledge of their relationship.

"Yes ma'am," Raine responded immediately with unexpected discipline. "I assure you we will conduct ourselves professionally for the duration of this expedition."

She noticed that the monkey faunus and the giant in leather had fallen in line behind him, implying a commander in the making. The guardian had even stood at parade rest, his hands clasped at the small of his back. Winter suppressed a smirk; she could work with this.

"See to it that you do. We have dithered long enough. It is time to depart," she ordered as she turned on her heel.

"Come along children; according to my schedule, we are currently fifteen minutes behind... schedule!" added Doctor Oobleck, quickly shaking off the brief moment of friction and rushing ahead of Winter.

Raine stepped over to Ruby and gave her hand a reassuring squeeze as they trailed behind their friends for a few moments.

"It'll be alright," he told her with confidence. "Just a few days and we'll be back."

She gave him a small but sad smile.

"Hopefully it won't turn out like last time."

Zwei took that moment to poke his head out of Ruby's pack. With a little yip and a lick, her confidence was restored. Raine chuckled at the pup's antics.

"Of course it won't. We have Zwei with us."

That got a giggle out of her. With the tension now broken, they made their way to the waiting Bullhead.

* * *

 **A/N: Some of you may have noticed a trend, but whenever Raine is absent or otherwise not included in the group, I write the team name as RWBY. This is entirely intentional. This also means we'll finally see Ari and Cyan in proper action, as some of my readers have been hoping for. And now our heroes are under the watchful and commanding eye of Winter, which should make for a very entertaining arc. Heheh, arc. Stay tuned!**


	23. A Game of Fiends

**A/N: Hey everyone, I'm back with another chapter of WWSE. A much longer gap this time given the onset of an exam (American Literature, lots of reading to be done) but hopefully this one will be worth the wait. I've addressed a couple questions dropped by some of my reviewers and made the appropriate changes in the previous chapter. If at any point you were confused at all, those issues should now be either fixed or clarified. Now without further ado, let us continue!**

 **Disclaimer: I do not own RWBY, at all.**

* * *

To be back on a Bullhead again for a mission was... a tad unnerving for Ruby to say the least. The last time they were on an official mission, Raine was teetering on the brink of death. The rumbling of the engines, the cold steel of her seat, the rush of wind from the exposed cabin... it all put her through unpleasant memories. She was beginning to dawn upon her just how dangerous their relationship could be while on the job. The young guardian found herself aching to be by his side, even though he was but a scant few paces from her, grasping one of the handholds hanging from the roof of the craft and watching the forested hills surrounding Vale rush beneath them.

She found herself daydreaming even, mesmerized by his locks of hair and the fabric of his coat whipping about in the wind, but her training as a Huntress quickly snapped her out of her trance. It was weird seeing him like this; it was like he had transformed into an entirely different person. He wasn't the only one either; Arianna and Cyan both also wore the same expression of stone-faced discipline. The simian girl had even gone through a functions check of her rifle for the fifth time during the flight. It was a glaring contrast with her own team, who spoke happily and animatedly with Dr. Oobleck. The watchful hawk-eyes of Weiss' sister certainly didn't help matters either.

Raine must have picked up on her uneasiness and glanced her way. They locked gazes for a few moments until he smiled slightly and gave her a wink.

" _Everything will be ok,"_ was the message she got.

"Hey Raine," called Cyan over the noise. "Drinks on you when we get back?"

Raine turned to face his old friend and gave him a wry smile.

"You ask, you buy," he answered simply.

"Stingy as always, eh Stormcloud?" said Ari with a smirk and shake of her head.

"But... aren't you guys underage?" asked a confused Weiss.

"Vacuo tradition; if you're old enough to put your life on the line, you're old enough to drink," Cyan explained.

"I'd drink to that," Yang agreed.

"You'll probably drink me under the table, Cyan. I've been out of practice since coming to Vale," Raine told him candidly.

"Don't worry, I'll get you back up to speed," replied the giant; he then laughed. "Fine then, first round is on me, if only to see you passed out on the floor three drinks in."

"Cut the chatter," came Winter's commanding tone. "We can talk about celebration on the flight back. Right now we are coming up on our destination. Mr. Zaffre, I have read up on your dossier provided by your Headmaster and it tells me you are well-versed in tactical strategy. As such, I am giving you limited command of our part in this mission and shall step back to observe unless proven necessary that I should step in and do otherwise."

"Yes ma'am," he answered with a nod.

Weiss did a double take as she observed the exchange. She had never seen Winter put so much trust and confidence in someone junior to her before. A prick of seething anger prodded at her heart, but she quickly extinguished it. This was his team to command, through and through.

"Keep in mind dear boy that while this is an official mission of Vale, this is still a school assignment and you shall be evaluated for your abilities to lead your team. You as well, Miss Rose," added Oobleck. "If at any point in time either of you feel incapable of continuing such a responsibility, either Miss Schnee or myself will gladly take over. You will receive no penalty for this as the number one goal of any Hunter's mission is to return home."

Winter bit down a retort, reminding herself that Beacon taught different protocols than Atlas. Instead she focused on the mission, mentally running over all of the evidence she had compiled from her work with the Vale PD.

"Proffes- I mean Dr. Oobleck, now that I think about it, I've never really seen you as much of a fighter," Yang remarked with curiosity, a remark that amused the bespectacled historian.

"I'll admit that I fancy myself as more of an... intellectual but I can assure you that as a Huntsman I have had more than my fair share of tussles."

"Like the mushroom...?" asked a confused Ruby.

"Those are truffles," corrected Blake.

"Like the sprout...?"

"Those are brussels," corrected Yang.

"Besides, given my expertise in the field of history as well as my dabblings in archaeological surveys, our dear Headmaster saw fit to assign me to this particular... assignment!"

"What does history have to do with all of this?" asked Weiss.

"Why what a preposterous question my silly girl! History is the very backbone of our society! And the liver, possibly even the kidneys if I think about it!"

"And that means...?"

"Remember what I had taught to you all in our lessons. The southeast quadrant is indeed filled with rugged forests and riddled with deep caves connected to vast, subterranean networks, but it is also home to one of the kingdom's greatest failures."

"Mountain Glenn," spoke Ruby.

"Of course, now I remember why it sounded so familiar!" added Yang as her memory was jogged. "It was an expansion of Vale a couple decades ago, but... it was overrun by Grimm and fenced off from the rest of the city..."

"Correct!" praised Oobleck. "Now it stands abandoned, as a dark reminder."

"And a likely place for a hideout," finished Blake.

They were now passing over the ruined borders of the decrepit ruins when Raine had an idea. Striding over to the cockpit, he rapped on the hull two times to gain their pilot's attention; a woman in Atlas armor.

"Land us on top of one of those apartment blocks. I don't want to attract any Grimm on the ground, and if we do, I want us to have a superior defensive position," he told her.

"You got it, kid," the soldier replied as she altered their course.

" _Good initiative,"_ thought an approving Winter.

Dr. Oobleck seemed to approve of the decision as well, as he nodded and pulled out a pen and notepad from his pocket. A quick scribble later and the items were stowed away once more.

Dust and debris was blown clear from the roof of the ruined residence. A slight jolt signaled that the craft had touched down. Team RWBY and Team ARC filed out of the cabin quickly, grabbing their bags and a few other supplies as directed by Winter. Once they had all disembarked, the pilot took the craft back into the air; their mission had begun.

"Alright bring it in," ordered Winter as she took out her scroll.

She set the gadget down on the weathered concrete and punched in a command. From a projection lens upon its face came a holographic map of Mountain Glenn.

" _I really need to get one of those,"_ thought Ruby, wondering if such an advanced model was a perk professional Hunters enjoyed.

"Our pilot set us down here, in the southwest corner of the city," she said as she began with her briefing, a green dot of light marking their position on the map. "Team RWBY, Doctor Oobleck will take you patrolling the perimeter for your search and also to stem the advance of any outside Grimm, as well as to track any potential White Fang traffic. I will be taking Team ARC into the heart of the city where the Grimm is thickest to search for any direct openings into the subterranean network. Frequent drone surveillance of the area has eliminated the possibility of an above ground base of operations. Grimm also have a tendency to amass around areas of saturated negative energy, or in other words angry fanatics. Given the history of this town, it is reasonable to believe these concentrated areas could be access points, either man-made or otherwise, into the lower city."

"Man, why does Team ARC get to have all the fun?" huffed Yang as she crossed her arms.

"Team ARC has more experience than you do. By the time of Raine's departure from Shade Academy, they had completed a total of thirty-nine missions," Winter explained simply, having reviewed the team's file on the flight out, the revelation earning shocked expressions from his Beacon team.

Ruby gave her boyfriend a pointed look.

"You never told us that," she said with a slightly accusing tone.

He rubbed the back of his head.

"I saw no reason to since it never came up before. I was trying to lay low when I got here, not highlight myself, and I didn't want you to feel like you didn't deserve to lead your own team."

"I assure you girls, we will see plenty of action in our assignment. Grimm from the surrounding forests will no doubt be attracted to the signs of battle coming from within the city. It will be our responsibility to ensure that Team ARC is not overrun," explained Oobleck with his usual tone.

Weiss huffed and crossed her arms in defiance.

"You mean take a backseat while they hog all the credit," she shot back.

"It's like what Headmaster Ozpin said," Blake reminded her. "Careless mistakes have gotten even the best of Hunters killed. This city is crawling with Grimm, so our job is no less important."

Cyan gave his old team leader a challenging look.

"I bet I can get more kills than you by the end of the day," he said with a smirk

Raine raised a brow.

"Really? Remember the last time you tried that? I eclipsed you five to one."

"Yeah, that was when we were younger. I've gotten a lot stronger since you've been gone."

"So have I."

" _Remember_ you two," Winter stressed pointedly. "Search and destroy is only a secondary objective. Our main mission is to find an entrance into the underground. Now, before we head out, each of you take one of these."

Winter had then grabbed one of the cases and unsnapped the latches. Inside were several ear-piece radios which, after giving brief instructions on how to wear and use, she passed around to each student.

"These short-range communicators will allow us to keep in touch should we get separated. There is no scroll signal in these remote areas so keeping them in good working condition is paramount to the success of this operation," she explained. "Any questions?"

Yang raised her hand.

"Yeah so how long do you think we'll be out here?"

Winter stepped aside to allow Dr. Oobleck to address his student.

"Hard to say," he began with a hand on his chin. "Tracking and reconnaissance missions such as these can take as long as days, weeks, why some Hunters have been known to be on the job for months at a time. At any rate, children leave your bags here. We shall return at sundown."

Ruby stiffened at the remark, reminded of a squirming corgi hidden deep within her pack.

"Uh well... th-that's uh..." she stuttered.

Oobleck was suddenly in front of her.

"Young lady, what is it you could possibly have in that bag that would warrant-"

He halted in his inquiry when the furry head of Zwei popped out of the bag. Winter bit back the coming scolding rising from her throat. This was Oobleck's student, not hers. Weiss, Blake, and Yang all shared equal expressions of shock while Raine simply covered his face in embarrassment with his palm. Ari and Cyan were simply confused.

"Get back in the bag," Ruby whispered to her pooch through clenched teeth.

Zwei simply yipped happily in response.

"We're here... to investigate an abandoned urban jungle teeming with death and hostility... and you brought... a dog?" he asked flatly.

"Well I-"

"Genius!" yelled Oobleck as he threw up his arms and disappeared in a blur.

He whirled past the girls, yanking Zwei from his owner and holding him aloft above their heads.

"Canines are historically known for their perceptive nose and heightened sense of sound, making them perfect companions for hunts such as ours!"

Zwei panted and flapped his little legs in his usual happy-go-lucky demeanor as he was praised and spun by the eccentric Huntsman. Ruby, for her part, puffed her chest out in pride.

" _I'm_ a genius," she boasted happily.

Blake shook her head.

"Anyway, what are your orders Doctor?" she asked.

"Ah yes, straight to the point. I like it," he said enthusiastically, promptly setting Zwei down on the ground. "As you have been informed, the southeast area has been marked as a recent hotspot for Grimm activity. There are several explanations for this phenomenon but the most likely of which would be-"

A cacophony of snarls and howls broke out across the ruins of Mountain Glenn, causing Dr. Oobleck to halt in his tirade.

"... Grimm," he finished.

"Arianna, get some sight lines on that main avenue of approach," ordered Raine.

"On it," she responded as she swung her sniper rifle from her back.

She quickly strode over to an edge of their landing pad that overlooked a long stretch of road between the ruined structures and brought the scope up to her eye. In the distance, roughly three clicks away, she spotted the hurried approach of at least thirteen beowolves. She noticed several more rounding from behind corners and making their way out of various buildings and alleyways.

"Yep, we got company alright," she said over her shoulder. "At least one pack and several random strays, most of which coming down this road. Their numbers keep growing too. I think they heard us fly in."

Cyan smirked and extended the claws of his gauntlet, the gleaming blades catching Ruby's eye. She whistled in appreciation. She knew just how deadly Crescent Rose was as a battle scythe, but to see the serrated edges of a three-pronged gauntlet made her feel slightly sorry for the Grimm they were about to fight. A weapon as savage as this was going to cause major damage. She bit back a squeal as tendrils of lightning suddenly decorated the blades.

"No sense waiting around for them to come to us," he stated as he cracked his neck.

"Try not to bring down the entire city around our ears, yeah? I'd still like to fight in that tournament," Raine told him dryly as he drew Tempest from its sheathe. "By the way, when did you get that mechanism of destruction and what did you name it?"

"I started building it when I got discharged from the hospital, so about a month after you left," the giant answered with no small amount of pride. "As for the name, I settled with... Baal."

Raine snorted.

"Really? You named it after an ancient Vacuan god?"

"Don't hate."

"They're about thirty seconds out," warned Arianna.

"You've got overwatch for this mission, Ari. Keep to the high ground as we move and watch for any more packs. As soon as they come in range, open up," commanded Raine.

"Gladly," she answered with a smile.

"Cyan, you and I will move across the ground and draw their attention. Lets net them for Ari like fish in a barrel."

"Just like old times," Cyan readily agreed with a smile of his own, though his was much more feral.

Winter nodded approvingly as she observed their cohesion. So long as they moved towards their objective, she believed she would need not to interfere with Raine's command. Ruby Rose shared similar thoughts, though hers of course were much more personally centered on her boyfriend. He sounded so confident and certain of himself and his team, that it seemed unthinkable anything could shake that confidence so badly that he felt his only option was to start a new life in another kingdom. She felt both proud and probably a little envious that a position of leadership seemed so natural to her beloved Blue Guardian. It was no wonder Weiss' sister was placing so much faith in them.

The first shot from Arianna's barrel sent a thunderous crack down the ruined streets. In the distance, a beowolf tumbled over its legs as its head shattered from a high impact round. Three more behind it were rendered crippled as the deadly projectile tore through their bodies with effortless ease. It was followed by a second shot, then a third as the expert marksman took careful aim, dropping her targets with well-practiced lethality.

"Ten seconds," she announced between shots.

"Good, I hate waiting," answered Cyan as he crouched low, ready to enter the fray.

Raine looked back to the family he made at Beacon, his eyes sweeping across each of the girls as his mind seemed to stall the passage of time. He would be leaving them once more, though this time it wasn't to face almost certain death at the hands of a crazed, rogue Guardian. He had built lasting bonds with this team, bonds he felt were arguably stronger than the ones he shared with Team ARC. Still, one family didn't replace the other, and he felt more at peace knowing that both had come together so easily; his resolve strengthened utterly and completely. His gaze finally settled on Ruby, the quirky girl that shared the legacy of his eyes, with whom this entire, crazy adventure had started. It was thanks to her he felt whole again.

"See you on the other side."

With a smile and a two fingered salute, Raine Zaffre turned and charged, Tempest raised and runes glowing furiously. Cyan roared with a gleeful battle cry, Baal brought back in a cocked fist as he followed his Captain into the air. The barbarous pack slowed their run at the sight of twin shadows descending upon them against the glare of the sun. Raine hit the ground first, a powerful gust of wind bursting from his form and throwing the beasts against the weathered asphalt. Cyan landed second, smoothly burying the blades of Baal into the ground and discharging a visible web of lightning across the street in front of him. Squeals of pain erupted from the Grimm unfortunate enough to be caught in the deadly current, the closest of which falling over in twitching, smoking heaps.

"Look at that, six already," Cyan barked out boastfully.

"I'm just getting started," Raine shot back.

Wreathing himself in razor-sharp currents of wind, he shot forward in his blinding speed, carving through the onslaught of Grimm with a flash of steel. He spun, vaulted, and flipped between their forms, carving his prey into pieces. Cyan, refusing to be left behind or shown up, followed with thunderous steps, crushing his enemies with his monstrous strength and ripping them asunder with sharpened claws. A particularly powerful kick sent a beowolf airborne and spinning into a building, its impact shattering the weathered glass and raining down glittering razors upon the rest of the pack. All the while, Arianna continued her fire support, dropping any Grimm that tried to take advantage of her teammates' blind-spots. She barely noticed Team RWBY joining her at the building's ledge.

"Look at them go," Weiss breathed out in awe. "Astounding."

"Impressive isn't it," agreed Arianna between shots. "It's been far too long since I last saw these two fight together."

Weiss was inclined to agree. She was reminded of old stories she had dug up in her father's library when she was younger; tales of the twin weather gods Fujin and Raijin whom the pioneers of ancient Mistral praised as supreme beings that brought both bounty and destruction upon their homeland. Her teammate and his burly companion tore through their enemy with similar fury. Of course, her rational mind knew such a similarity was preposterous, as despite their impressive capability, she knew neither of these boys, nay, young _men_ were capable of reshaping continents with a flick of their wrists. She already knew what Raine was capable of for the most part, but while he was precise and methodical with each hit, Cyan was a far different story.

The giant tore through the crowds of Grimm with reckless abandon, with Baal carving apart countless victims with a grotesque ripping sound. He fought like an animal possessed and she briefly wondered if he too was a Faunus. Even his battle cry sounded like a bloodthirsty roar. She winced as the man grabbed a beowolf by the throat and buried it with a devastating slam, only to shift his stance and impale a second beowolf with his claws, lifting it high above his head then hurling it towards the onrushing pack. All the while, menacing lightning crackled across the blades and gave off a field of static electricity she could feel even from the rooftop of a multistory apartment building. Had it not been for Raine's Semblance, she had no doubt the entire block would be shrouded in the smoke of decaying Grimm from such a ruthless slaughter.

"Wow, at this rate we'll be back home by tomorrow," mused Yang as she placed her hands on her hips.

She was especially admiring Cyan's handiwork. The guy wasn't afraid to get in close and get his hands dirty. The blonde brawler definitely saw his penchant for punching things as a huge plus.

"If only it were that easy. We still have the White Fang to deal with if and when we find them," Blake reminded her seriously.

"We'll have to get through more of these Grimm first," interjected Ruby as she spotted two more packs coming in from the flanks. "Let's get down there and help them. Bumblebee left, White Rose right!"

"You're _still_ using those ridiculous titles?" scoffed Weiss as she was broken from her musings.

"Less talkie more fightie, dear bestie."

Weiss rolled her eyes as she followed her friends down into the fray. It had been some time since she last fought alongside Ruby so personally. Usually they worked together as a full team. Nevertheless, they worked in practiced sync as her red companion cried out "Blizzard Cannon!" to initiate their joint attack. A frigid glyph formed perpendicular with the barrel of Crescent Rose, further amplifying the volatile energy shots with ice dust. Swirling explosions of snow swept up the advancing beowolves, their bodies blasted apart by the frigid shrapnel. The few who made it clear we're cut down with ease at the tip of Myrtenaster and edge of Crescent Rose.

Yang and Blake fought with equal ferocity, the former having worked on her speed training at Raine's suggestion and the latter far more in tune with her teammate since opening up after the most recent battle with Torchwick. Yang was now close to matching Blake pace for pace as the two weaved in and out between the bewildered beasts, smashing them through rubble and carving them to ribbons. It was such a refreshing feeling to be able to cut loose, and the blonde brawler was loving every second. She laughed gleefully as she sent an ursa spinning into the sky. Blake felt Yang's infectious spirit get the better of her, a smile of her own slowly forming upon her lips as she cut a beowolf in two.

As the crowds began to thin, Raine stepped back and placed a finger to the transmitter of his radio.

"Arianna, we're moving forward. Watch our backs."

" _You got it, Stormcloud,"_ came her reply.

" _Team ARC, your objective is the central terminal station on the northwest end of the city. I will be shadowing your progress. Good luck,"_ came Winter's voice as she transmitted a layout of the city to his scroll.

"Understood ma'am," Raine replied.

He snorted as his finger left the transmission button. Why was he not surprised the Specialist wouldn't be helping them personally? Whatever, she was still technically a teacher and they were still students. Shrugging as he took a quick glance at the map, he and Cyan took off at full speed through the ruined streets of Mountain Glenn.

* * *

Ruby took in a deep breath as she struck down the final beowolf, Crescent Rose nailing it into the asphalt beneath their feet. She glanced over at Weiss, smirking since the Heiress was struggling to catch her breath.

"We need to work on your stamina when we get back."

Weiss simply held up a lone thumbs-up.

"Raine and his team have already gone in," came Blake's voice as she and Yang jogged over to them.

"Did you see Cyan in action back there? I am _definitely_ getting his number when we get back," commented Yang as she waggled her eyebrows.

"Are you _kidding_ me? Are you trying to fornicate with all three of them?" asked an incredulous Weiss.

Yang snorted.

"Of course not. Ruby's got first dibs on Raine, remember?"

"As if I'd let you get a chance in the first place..." Ruby muttered under her breath, yet not quite silent enough to be missed by Yang.

"What's wrong sis? Don't think he can handle both of us? Don't try to act like you don't know what I'm talking about; I saw the glow you two shared this morning," the blonde retorted with a suggestive smirk.

"Yang!" her sister cried out mortified.

"We're going to have to get you some birth control too next time we go into town, or dad will end up murdering Raine for making him a granddad."

"Please stop!" all three of her friends said in unison.

The brawler shrugged and turned back towards Weiss.

"Anyway, you can't deny that Cyan is a hunk. Or maybe you can...? You and Neptune seemed awfully close at the dance, even though he's got no rhythm whatsoever," the brawler suggested as she waggled her eyebrows, causing Weiss to turn a deep shade of red.

"Th-that's not-" she stuttered, but was saved by the timely entrance of Dr. Oobleck with Zwei trotting alongside him.

"Excellent work girls. Let us proceed with our mission. I have already taken the liberty of clearing out tonight's camp. Miss Rose, your canine companion is surprisingly well trained for combat," praised Oobleck.

Ruby giggled sheepishly, shoving aside her sister's teasing.

"Well, he always did tag along with me during my lessons with Uncle Qrow."

Zwei barked happily at the attention, his tail wagging in a blur.

With high expectations, Team RWBY followed their Huntsman into the Grimm infested wastelands that were Mountain Glenn. For a time, this was all they needed to satisfy their curiosity and thirst for action, but after the third hour of extermination and few, if any, words from Dr. Oobleck aside from the occasional command, the girls' patience was wearing thin. Yang in particular was feeling it rather strongly as she viciously caved in the skull of a Creep, a scuttling lizard-type Grimm, with the heel of her boot. She was itching to find and fight some White Fang, but the constant cleaning up of Grimm was wearing her down. With a huff, she turned to Dr. Oobleck to find the eccentric Huntsman picking at a patch of dirt as if he had found buried treasure, only to scrunch his face up in frustration and shake his head.

"Hey doc? When we came out here in the first place, I was hoping to see a professional Huntsman in action, like Qrow did. Ya know, watching them fight or at least helping us fight?" she asked as she voiced her frustrations.

"Ah but I _am_ in action, scouring this wasteland for any sign of irregularity," he answered happily. "Not every mission is filled with glory and heroism, girls. Sometimes it is simply a heightened form of extermination. Remember, this is a job and you all signed up for it."

He eyed them critically during his lecture.

"You do understand that, correct?"

Yang scoffed in response, though she hesitated with her answer.

"Yeah... I mean, well... of course!"

Oobleck's eyes narrowed ever so slightly behind his spectacles, then as soon as it came, it was gone as he took a sip from his thermos.

"Very well. Girls, we shall spread out for the next few blocks. Stay within radio contact; I shall be checking up on each of you to gauge your progress."

* * *

Cyan huffed as he buried his claws into the skull of an Ursa, pinning it to the ground as it groaned out in pain. Mountain Glenn was a lot more crowded than he expected. His nose wrinkled as the tell-tale smoke of a decaying Grimm lifted into his nostrils. With a grimace, he yanked Baal free from its latest kill. He glanced over at Raine with an impatient expression on his face.

"How much further till we get to this place?" he asked in a gruff tone.

"A couple more blocks north and we should be reaching the city's central plaza. That's where the terminal is located," Raine answered as he pocketed his scroll.

"I'm all for killing Grimm, but this is getting ridiculous," Cyan griped further as he relaxed and retracted his claws back into the gauntlet. "That damn elder Schnee watching our every move is getting on my nerves too."

"What's wrong? Getting tired of our contest already?"

Cyan snorted.

"We both know who the winner is."

"So I'll take that as a yes."

"Screw you."

Raine laughed at his old friend's expense. With his chuckling dying down, he lifted a finger to the transmitter in his ear.

"Ari, do you have a visual on our target? We're looking for a double-staircase subway entrance."

" _Give me a moment,"_ she replied from the top of an office building.

She brought up her scope as she peered into the desolate clearing a mere two blocks over. There were a few Grimm prowling around this area as well, but they were nothing threatening to a group with their experience. Her lips pursed as she swept her rifle from flank to ruined flank. Ari had lifted her finger to her own transmitter to answer with a negative when her eyes finally caught the tell-tale sign of an underground access point; a ruined overhang with a train directory. Nevertheless, she still frowned as she sent her message.

" _Yeah, I see it, but it looks like it's caved in."_

Raine swore lightly under his breath.

"Alright, we'll take a closer look. If the damage is too heavy, we'll head back. Sun's about to drop too."

"What did she say?" asked Cyan as Raine cut the link.

"The access point has been caved in. We'll take a closer look to see if we can dig through, but if not then we'll head back."

The giant shrugged in response.

"If we can't use an actual entrance then we'll just make one."

"We'll see if it's that simple."

The two companions moved quickly down the last few blocks, slowing to a walk as they entered the plaza. It was built as you could expect from a public center; shops lining the streets for the few blocks in sight, overgrown vegetation from gardens long forgotten, and even a central fountain having long run dry. True to Arianna's word, they found the subway access point, but it was completely buried in rubble. Raine frowned as he casually gunned down an overzealous beowolf with Hurricane without even bothering to spare a glance, and stepped up to the thankfully still intact directory sign. Pulling his scroll from his pocket, he took a quick snap-shot of the system overview, with each different access point marked by a red dot.

"It's not much but it's a start," he said as he stowed away the miniature computer once more.

"I just thought of something," started Cyan as he casually tossed away a chunk of rubble from the pile. "Mountain Glenn went underground as a way to escape the Grimm, right?"

Raine nodded.

"If that's the case, wouldn't they just seal off any and all access to the surface?"

"That's a good point actually," Raine agreed as he cupped his chin. "It looks like we may have to make our own entrance after all, but first let's head back to camp. I'm sure our Specialist is going to want a report too."

Cyan grimaced in disgust.

"You're doing all the talking."

They turned to make their retreat when a rumbling swept across the plaza. Weapons at the ready, the two young Huntsmen braced themselves as the massive form of a Deathstalker burst from the ground below their feet. Forced to jump clear with greater urgency, they had barely avoided being cut in half by the colossal scorpion's menacing claws. Raine narrowed his eyes as he quickly took in this new foe, his boots kicking up a cloud of dirt and dust with his landing. This Deathstalker was much older than the one he and his friends had fought last year in the Emerald Forest; crystalline growths had even plated over its natural chitin and glowed a deep purple in color, but he couldn't for the life of him recall any such phenomena being mentioned in their studies with Professor Port. His only conclusion could be that this Grimm was especially ancient, far older than the city they were currently scouring.

He was allowed no further time to dwell on the matter however, as angry red eyes rounded upon him. With a lunge of its tail, the beast struck out at him with malicious fury, forcing Raine to jump clear. The strike was strong enough to decimate the ground where he once stood. Cyan moved in from behind, grabbing a hold of the tail as it reared back once more. With an angry swipe, he carved at the segmented break between the stinger and the rest of its tail, but to his bewilderment the flesh stood strong against his nigh invincible blades. Shrieking with alarm, the Deathstalker spun in place, wildly flinging its tail to try and throw the huntsman free. In its flailing, it swung wildly with one of its claws and catching Raine off guard. Only a hastily formed shield saved him from a concussion. Even so, the guardian was sent spinning away and impacting heavily into a building.

Arianna swore under her breath as she struggled to get a clear shot on this new Grimm. Every round thus far had simply bounced harmlessly against its unnatural chitin. Its constant thrashing courtesy of Cyan didn't help her odds either. Sighing, she stood from her firing position and stowed away her rifle on her back as an idea formed in her head. Of course, she only had one shot at it and failure would just make their lives harder. Jumping across the rooftops, she gave her bracelets a vigorous flick, triggering a hidden mechanism and releasing from them both a small length of chain with a barbed tip. Cyan wasn't the only one who favored a more exotic weapon. How ironic should they manage to kill this thing with a weapon called Arachnae's Kiss.

Raine pulled himself from the rubble just in time to catch Ari's entrance, the glinting of her twin chains casting a golden luster of light across the plaza as she plummeted from her perch. He smirked, happy that she had finally managed to complete their design following years of frustration. The young huntress spun as she fell, Arachnae's Kiss extending to its full length at an impressive twenty feet. A quick shout from her prompted Cyan to jump clear of her target as she lashed out with the piercing barbs.

The Deathstalker squealed in pain as Ari hooked herself into the cluster of nerves at the base of its tail where the additional crystal armor seemed thinnest. Pulling hard on one chain, she swung counter clockwise, binding the Grimm's tail with the aura enhanced alloy.

"Cyan, give me a hand!" she yelled as she landed beside him.

He needed no further instruction and grabbed the chains at the base where they met her bracelets. Together, they pulled with a mighty heave. The sudden pressure was enough to cleanly sever the offending appendage from its miserable owner as it fell to the ground in a twitching crash. If a Grimm could shriek loud enough to wake the dead, it would be this Deathstalker, as its cries shattered a few until-now unbroken windows, casting showers of glass across the desolate streets. Ignoring the splitting pain in her overly sensitive ears and lashing forward with her chains once more, Arianna bound the links around the Grimm's legs, pinning it in place.

"Raine, now's your chance! Finish it!" came her cry.

Raine simply nodded and pooled his aura into his legs. A gale of wind whipped around his body and, with a sound reminiscent of a sonic boom, he shot forward to seal the kill.

"Accursed humans! Vanish from this place and leave us be!"

The keening wail sent the guardian stumbling mid-stride, the tip of Tempest a mere inch away from the center of the Deathstalker's face. He looked upon their injured foe in confusion, with Cyan stepping in front of Ari in distrust.

"What... did you say...?" the guardian asked carefully.

A ragged gasping came forth from the Grimm's mandibles, its "face" furrowed with a very real sentient expression of hate and anguish.

"You force yourselves... upon our lands... slaughtering us by thousands," it breathed in an oddly clicking tone, though deeper inflection gave the impression of a female voice.

"What are you? You are not like any other Grimm we have fought," Raine continued, slightly lowering but not sheathing his blade.

"I... am a remnant of days long past... having watched for countless cycles as your race rose and fell in repeating bouts of violence. Always, we would reclaim amongst the ruins what was ours, and always you returned to remove us, burn us, exterminate us, and tear us from our homes, taking our land as your own as you saw fit."

Raine felt an unsettling chill shiver its way down his spine as the creature's gaze settled into his eyes.

"I know those orbs..." it continued, "the very same eyes of those vengeful exterminators."

"The Guardians..." Raine finished for the Grimm.

"Fiends are they..." it hissed with fury. "They brought burning light that scorched my brood, my children, with misplaced vengeance."

"Are we really having a conversation with a Deathstalker...?" Cyan asked under his breath.

"If we are, this is going to change everything," Arianna whispered back with awe, but her burly companion only snorted.

"I doubt this will change anything."

"We are not here to fight you," Raine told the Grimm, giving a hint of a yield as he lowered Tempest completely.

The Deathstalker's glare only seemed to strengthen.

"More human lies... still your tongue and be done with it," it snarled back, struggling to break free from Arianna's chains.

"If what you say is true, about the history between Humanity and the Grimm, then I will let you go."

"What?" protested Cyan. "You're not seriously thinking-"

"Quiet," Raine commanded, an unusual force behind his tone and level stare that surprisingly silenced his teammate without further argument.

He returned his focus on the Deathstalker.

"Tell me about the others that are here, the Faunus in white masks, and I will let you go."

The Deathstalker seemed to hesitate and still for a moment, but only a moment.

"What is this... 'faunus' you ask of? You speak in riddles to me, Fiend."

"You know of whom I speak, if you are as old and knowledgeable as you claim. They walk like us, talk like us, but share physical traits with other creatures of this world. One of my companions is like them; a girl with a monkey's tail. More have come here, those who seek to harm that which is precious to us, and have taken the land beneath us. We need to know how to get in."

"Fiends and Humans seeking destruction," it clicked back at him irritably.

"Do you know or not?" Raine repeated, this time more forcefully.

He may have felt a twinge of sympathy if this Grimm was to be believed, but he wouldn't let that compromise their mission either.

"... yes Fiend..." the Deathstalker finally answered after a long silence. "I know of one... Faunus as you called them. He came to me with a brood of his own, wielding the ancient power of our Progenitor. He too was Fiend, like you."

"Adam," finished Raine.

So he was here too. That was not a good sign.

"Yes..." continued the Grimm with an extended hiss of the 's'. "That is what the Fiend and his brood called him. They seek war with you, Fiend, and the Humans you protect. He has promised to return to us what we have long lost, the Garden that you now call... Vale. While I am content to remain here with my brood, others... will not be able to resist the call of Human blood."

"Tell us where to find them."

"Your answers lie at sundown. Your prey shall come. Now release me."

Raine hesitated on his word for a moment, then relented when it became clear this Deathstalker wouldn't speak any further. With a curt nod, he commanded Arianna to release the chains. Golden links fell to the ground with a clatter, the young guardian standing aside as the Grimm Broodmother lumbered away with heavy steps, its stump of a tail dripping a trail of midnight hued blood. Without further fuss, the Broodmother disappeared into the very tunnels from whence it came. Cyan and Arianna stepped up to flank their leader, both apprehensive over what had just happened.

"I hope you know what you're doing," Cyan said levelly with his arms crossed.

Raine couldn't help but agree.

"So do I."

* * *

 **A/N: Arianna's fighting style was fun to write about. I wanted to give her skills that would warrant limited use of her Semblance, and a recon support type with a sniper rifle just seemed to fit. Her use of an unpredictable weapon such as barbed chains also fit the bill. I'm expecting some people to compare her to Kushina from Naruto since she mostly used them to restrain the broodmother, but the way I would have Arianna use her chains against foes her size would be more akin to Ghost Rider. Either way, chains are badass.**

 **In regards to Cyan, I wanted to give him a style that contrasted with Raine. As a nod to Yang, Cyan is far more wild in battle as was shown in the fight scene. He's the team powerhouse, and is utterly brutal with his opponents. This power has also made him a very proud person, hence why he named his claws after a God.**

 **Anyway, that's enough out of me. Let me know what you think by pressing that review button down below. See you next chapter!**


	24. Reflections

**A/N:** **Whew, hey guys. ZEN is back with a new chapter. I hope everyone had some very happy holidays. Mine were extremely busy but satisfying. You've all been extremely supportive and awesome by continuing to read, follow, and review and I hope you enjoy the latest edition. Hopefully the next one will come out in a much shorter timeframe. Enjoy!**

 **Disclaimer: I own nothing of RWBY.**

* * *

Huntsmen and Huntresses always started their careers with some sort of base motivation. For some, this was born from a need to protect those who couldn't protect themselves from the evil of the world. For others, the quest for fame and fortune, or a thirst for danger and adventure, were enough of an incentive. Still others would start the path because they felt it was their responsibility to a greater cause. These among several other answers were what the girls of Team RWBY had all given Doctor Oobleck when questioned as to why they had chosen to live this life in the first place. To say he was mostly less than impressed was a bit of an understatement, the elder Huntsman knowing they hadn't quite realized the full magnitude of the responsibility they decided to pick up; this conclusion had even applied to young Ruby Rose, whose drive seemed far more simple than her older teammates.

Therefor, it was with heavy spirits that Team RWBY had returned to their base camp at the apartment block, with Weiss silently setting alight a small fire in the sheltered top floor. The spot Oobleck had chosen for their camp was in a corner office where the windows and part of the frame was blown clear, giving them a completely unobstructed view of two streets.

With melancholy expressions, they huddled into the warmth of the crackling flames and rolled out their sleeping bags, each one deep in thought over the line of questioning they were individually subjected to. Despite all of his eccentricities, Oobleck was indeed a highly passionate Huntsman, whose drive stemmed from an unquenchable need to learn anything and everything about the world, so that he and his students would ultimately become better equipped to defend it.

" _A sharp mind leads to a sharper blade,"_ is what he cheerily informed them.

Thankfully for all four of them, Oobleck wasn't anywhere to be seen, having left the girls and Zwei in their safe-house while he went to keep their perimeter clear until Team ARC had returned. A quick dinner of field rations left them alone with just their thoughts and each other under the soothing blanket of the fire.

"Hey..." said Yang into the darkness, breaking the silence between them. "When we split up, did... Oobleck question you guys at all? Ya know... about being a Huntress?"

She likely knew the answer anyway, but still she wanted to hear it from her team. Even though she was met with silence, the answer was unanimous; she wasn't the only one bothered by the talk.

"I... don't think I was entirely truthful with him," she continued. "I said I was a thrill seeker but... I don't think that's all of it, and I think he knew that too."

Weiss sighed and hung her head.

"I did the same thing. I told him I did it out of duty to my family, to uphold our name to the highest standings expected of us, and yet the words just sounded... empty, rehearsed, like they weren't my own."

"I felt pretty confident with my answer at first. I thought righting all the wrongs and injustices in the world would be a worthy thing to fight for," Blake remarked uncertainly as she rested her chin on her knees, legs pulled tight against her chest and ears drooping beneath her bow. "But when he asked me how I would actually do it, I had nothing. It was like my mind was drawing a blank."

Yang snorted lightly and gave them a small smile.

"Guess we weren't as grown up as we all thought we were, huh?"

Blake and Weiss shook their heads in agreement, though Ruby stayed silent, drawing a look of concern from Yang.

"You ok sis?"

The young guardian shrugged noncommittally, idly patting Zwei's head as he took a snooze in her lap.

"I don't know, honestly. He didn't ask me the same things he asked you, more like explained to me where his drive came from, but... I used to think being a Huntress was something really cool; live an awesome life having awesome adventures, saving people, with something romantic thrown in. I thought it would be like something out of one of your books, ya know Blake?"

Blake shared a sympathetic smile with her team leader, remembering the conversation they had in the ballroom so long ago.

"But... the adventure I had turned out a lot different..." Ruby trailed off as she stared into the waving tendrils of flame. "After... our first mission I... I felt really lost, not just from Raine almost dying but lost with myself. I think it really hit me just what it was I had worked so hard to do."

She looked up at her teammates with a sad smile.

"If it wasn't for you guys, I probably would've quit."

Yang got up from her seat to join her sister, wrapping her in a much more gentle hug than usual.

"Hey, it's ok. All of that is in the past now," Yang said, trying to be reassuring.

Ruby lightly hugged back, with Zwei perking up to lick at Yang's arm.

"I guess you could say I kinda grew up after that. I took my training and my studies a lot more seriously, that's for sure. I wanted to get to a level where something as bad as... _that_ would never happen again."

"We all worked harder really," agreed Weiss. "This is a dangerous job we decided to do that isn't all fun and games."

"Are you still doing it for the same reasons though?" Blake asked Ruby pointedly.

"I don't know," she admitted. "For the most part, yeah, but... I think some of it has changed now."

"The memory of almost losing a comrade would leave deep scars on any Huntress," came the stoic voice of Winter Schnee, her sudden entrance startling the girls from their talk. "You would be a fool to expect you would be the same person after such an experience."

"Sister... where's Team ARC though?" asked Weiss.

"They are assisting Dr. Oobleck with the last of the stragglers. They'll be joining us in a few moments."

The Specialist turned to Ruby.

"I understand that Beacon teaches a doctrine different from Atlas, but as a whole Huntsmen and Huntresses have the same basic drive; to protect and defend, with their lives if need be, those who can't protect themselves. This is a hard life not meant for those of weak will. If you have any doubts about what you are doing, it is best to sort them out now while you are in school, not on the battlefield when someone's life is at stake."

"I don't doubt what I do," Ruby replied defensively. "If anything, I'm more certain now than ever about what I _should_ be doing."

"Good," Winter acknowledged simply.

She then turned back to Weiss.

"Sister, how have you been? I apologize for not coming to visit you but the General has kept me very busy as of late."

The inquiry took the young Heiress by pleasant surprise.

"Oh! Well, thank you for asking!" Weiss replied as she launched into a tirade with a massive tone shift. "I'm actually among the top of our sparring class, and my studies are going wonderfully too! I-"

She was abruptly cut off as Winter smacked her across the top of the head.

"Silence, you boob!" she scolded, earning no small amount of giggles from Ruby and Yang, as well as a small smile from Blake.

"I don't recall asking about your rankings, I asked how you have _been_ ," she continued with a softer tone. "Are you eating properly, have you taken up any new hobbies, are you making any friends?"

"Uh... well there's Ruby first of all," Weiss answered nervously, to which the young guardian giggled and steadily pushed the growing lump on her bestie's head with a single finger.

"Boob," Ruby had repeated with a snicker, sending Weiss' eye into a twitching fit.

"I see..." Winter said with a critical eye. "In that case, I thank you Ruby Rose for taking an interest in my sister."

"Uh... thank you I guess. We just kinda... bumped into each other and seemed to hit it off," Ruby answered sheepishly.

" _Bumping_ into each other is hardly the word I would choose, Craterface," Weiss remarked with disdain.

The girls laughed openly at that comment, the previous tension in the room now somewhat diffused. Winter's stony disposition seemed to soften a bit as well; this group still seemed rough around the edges and had much to learn, but their camaraderie was there. Despite the indignant tone in her sister's voice, she could feel the happiness that swelled from her, something that was almost nonexistent back at home. Now if only she could convince their parents that their little girl was finding herself again.

"Sup, we having a party?" came the rough voice of Cyan as Team ARC joined them in their little hideout.

Following behind them was Dr. Oobleck in his usual jovial mood.

"Must be," answered Yang, "because you're late."

"Only because of this guy's convoluted ass backtracking," the giant replied, throwing a thumb behind him at Raine.

"Sorry about that," Raine said stepping in. "A black cat came across our way and we had to take the long way around."

"Are you sure that was a cat, Stormcloud?" asked Ari with a smirk as she set her rifle down against the wall.

"At least I think it was a cat; it could have been a wolf, or a bear, or even warthog really. Kinda hard to tell after you blew its face off."

"Puma?" the monkey girl supplied.

"Yeah, that sounds about right," he agreed.

"Welcome back, Team ARC. Full report," said Winter, calling Raine and his team to attention.

"Yes ma'am," replied Raine as he stepped forward, his team flanking him. "We found the main terminal but it was rendered inaccessible at a prior point in time. Given the significant damage and decay to the main access stairway, it is reasonable to conclude that the collapse occurred during or after the time of Mountain Glenn's fall. We were able to dig up an old directory of the subway networks and have recorded a map of other similar access points. Given however the nature and reason behind the collapse in the first place, we may have to create our own entry way."

"Which means...?" asked a confused Ruby.

"It means we punch a giant hole into the ground, hopefully by using a lot of explosives," chimed in Cyan.

"Explosives," echoed Yang. "Explosives are good."

"Anyway, after a brief encounter with a Deathstalker, we made our way back to base camp, albeit with a more complicated route than planned," continued Raine as he finished his report.

"And what do you mean by brief?" questioned Winter.

"The Deathstalker was old, extremely so even by current standards. After exchanging a few blows, it chose to run rather than stay and fight," Raine answered with a half truth.

Behind him, Ari and Cyan glanced at the leader with brief, yet odd looks. Winter narrowed her eyes slightly in suspicion, knowing the exchange had lasted much longer than "a few blows" as he put it, but let the issue go. A single Deathstalker wouldn't derail the mission, no matter how old it was.

"Very well. Excellent work today, Team ARC. Get some rest, we have an early start tomorrow."

"Yes yes!" added Dr. Oobleck. "Quickly, eat your dinners if you haven't yet then off to bed. Who volunteers for first watch?"

"I'll take it," Raine said immediately before anyone else could chime in.

"Very well then, Mr. Zaffre. The rest of you, off you go!"

As she stood from her seat, Ruby gave Raine a fleeting, almost forlorn look as her friends turned in for the night, collectively discussing which watch each of them would take. Vaguely, she volunteered for second. She wanted desperately to talk to her boyfriend despite Winter's watchful eyes, hoping for a chance to talk to him about the internal dilemmas she was having. Unfortunately, she didn't get a chance to tell him anything as he had jumped up through the ruined wall to set up watch on the roof.

"You ok?" asked Weiss as she put a hand on Ruby's shoulder.

"I'd feel a lot better if your sister wasn't watching my every move around Raine..." the young rose petal grumbled. "I'm not going to try anything, but I really need to talk to him about something really important."

The Heiress hummed in thought for a few moments, drawing a confused glance from Ruby.

"Just leave it to me," she finally said, and left without a further word.

Ruby watched patiently as Weiss approached her sister in her own poised, aristocratic way. After a few words of pleasantries, she watched with wonder as Weiss worked a small smile out of the uptight Specialist. A couple more well placed phrases, and her best friend had Winter turning her back and leading her younger sister into an adjacent room so that they might talk more in private. Following a few paces behind, Weiss turned her head at Ruby and gave her a smile and thumbs up.

" _That does it cuz we're more than just best friends; we're sisters now,"_ thought an extremely grateful Ruby Rose.

Without any further delay, she turned and quickly jumped up to join her love on the roof of the building. She found him making himself comfortable up against some rubble that gave him a good view of the streets below. He turned his head and smiled when he noticed her presence.

"I guess our friendly neighborhood Specialist let her guard down?" he asked playfully, getting a smile out of her.

"You could say that; Weiss charmed her into some catching up in a different room, giving us some time to talk," Ruby answered as she sat next to him.

His smirk fell, replaced with concern.

"You're still nervous about being out in the field again, aren't you?"

"It's more than that," she sighed as she hung her head. "I'm not just nervous; I'm just plain old scared what might happen. We almost lost you last time; what if it happens again, or if this time it's someone else? I can't stand the thought of that happening again."

"Ruby... we're-"

"No," she said quickly, cutting him off. "I need to say this. The whole time you were in the hospital, I felt like I had lost part of myself. Everyday without you was another reminder how I failed you. I'm the team leader. I was supposed to just tell us no, to turn around and go back to Beacon because it was a mission we weren't ready for, but I let my own stupidness get in the way. I... I wanted to quit, to hang up Crescent Rose and go back home to Patch."

Her shoulders were trembling as pent up emotions began flooding out. Raine scooted closer to her, wrapping a comforting arm around her form, unsure if he should say something or let her continue. She answered for him.

"Then you woke up!" she continued between tremors. "You woke up and all of a sudden, I felt like the happiest girl in the world. I felt that everything was going to be better now and for awhile, I believed it, even when I got jealous of Ari being so familiar with you."

He chanced a smirk.

"You're not still on about that, are you?"

She shook her head.

"Life has just been... bliss since you came back, but now that we're back out here..." trailed off with her uncertainty.

"Ruby," he said once more, pulling her in close. "I promise you, I'm _not_ going anywhere."

She smiled sadly.

"How do you do it?"

"Do what?" he asked with confusion.

"How do you keep pushing? You lost your teacher, and you almost lost your team, you even lost your brother to a mad crusade, and yet you just keep on moving almost like nothing happened."

He grew silent as he contemplated her words; it was a thought he rarely paid much attention to. Why did he keep fighting like he did? Where did his drive really come from? At first he thought it was a deep, age old duty to protect the innocent that his parents, and likely ancestors as well, had done before him, something that was ingrained deep into his blood, but the more he grew and learned of the world, the less that seemed true. Thankfully, she didn't try to rush an answer out of him, choosing instead to wait patiently.

"I... I guess giving up didn't seem like an option. Starting over yes, but not giving up," he finally answered as he gazed up towards the night sky. "If I had quit, I think I would have destroyed all they had fought for and cherished. Death... isn't an easy thing to live with. You already know this, but as you grow older and the people you love grow with you, the blow of their passing becomes far stronger than anything you can expect. When Urdin was killed, I tried to remind myself, throughout all the anger and rage I held for Adam, that death was a natural part of life. That day was when my eyes had awoken, wild and unchained. If I was to return to Urdin's old home, I would find only a crater in the sand. His training and wisdom was the only thing keeping me from falling into the darkness that had claimed Adam. A month later, I almost lost Ari and Cyan, and once more I had come to the brink, only to crawl back when I had learned they survived."

Ruby listened intently, seeing a new side to the near untouchable guardian she had grown to love; a young man with deep scars that someone his age shouldn't bear.

"I was stupid and reckless; a part of me was even hoping to die that day, if only to make the pain stop. But when my teammates literally risked life and limb for my own, I couldn't bear to lose them too. I fight for whom I love, and will continue fighting till my dying breath. That way, if they do die, I know in the end that their sacrifices wouldn't be for nothing, and I will have honored their memory."

He turned to gaze upon her, a hand lifting to gently cup her cheek. Ruby's eyes fluttered closed at his touch, her inner turmoils steadily being quelled.

"That's why I can't quit, that's why I agreed to become their leader again, even though they should by all rights and purposes shun the very ground I walk upon."

Ruby leaned into his shoulder and clutched his arm tightly to her body.

"I hope that one day I can be a Huntress just as strong as you are..." she murmured.

"You're further along than you realize..." he hummed back to her.

They stayed like that for an indeterminate amount of time. While Ruby let herself drift to sleep, Raine remained ever alert and vigilant, even with the comfort his girlfriend provided for him. His gaze swept across the ruined city, the brilliant shine of the Shattered Moon casting silvery rays across desolate streets and collapsed buildings, ears shifting and twitching at the slightest sign of movement. The fire of their camp had long since died down, with only the soft breathing of his companions and teachers coming from the level below. His thoughts drifted back to the Brood-mother with which he and his team had conversed with earlier that day. A part of him wondered if he should have been upfront with Winter about the real story. Another part rejected such an idea, repeating that she would either disregard such a thing as impossible, or report to the General and bring scores of Atlas troops down on their heads to exterminate an "unprecedented threat", therefor ruining any chance of uncovering the White Fang.

A talking Grimm... he would never have believed it either had he not experienced it personally. His heart spoke to him today, pleading with him to allow the creature to leave. Even his rational mind, after picking apart the countless reports of human history he had written for Dr. Oobleck, was leaning in agreement with his heart. Humans were destructive, and the natural world paid for it; Vacuo, the original Vacuo that was once a desert paradise, was a prime example. His thoughts further shifted back to a conversation he shared with Headmaster Ozpin one early morning in the courtyard of Beacon; pride had been the downfall of many previous civilizations, and by extension the Guardians, a pride that carved a path of fire and left only ashes in its wake. The Grimm despised Humanity and rightfully so; the Faunus, while many would deny it publicly, would find themselves in agreement with what he, until now, had written off as mindless, ravenous beasts. Had Ruby not come to him in the state she was in, he would have told her everything right then and there.

A squawking of a bird ripped him from his internal debate. Drawing he gaze to the rubble they were leaning against, he was met with the presence of a large crow, midnight black feathers ruffled in an unkempt manner with eyes as red as glowing coals. It tilted its head in the young man's direction with an odd demeanor for a bird, studying him quietly with an unblinking, penetrating stare. Raine met its gaze with one of his own, steadfast with a hint of annoyance, and an undercurrent of unease.

They didn't have crows back in Vacuo; vultures yes, but not crows. Carrion birds, scavengers that would feast upon the dead, be it by the unrelenting heat of the desert, an unfortunate encounter with a wild beast or Grimm, or a stab in the back by a starving local; crows struck Raine as no different. The irony was not lost upon him when they had met Ruby's uncle back in Mistral. Silently they held this shared gaze, neither making an inch of movement until the crow's beady little eyes glanced down at Ruby.

Raine tightened his grip around her out of a protective reflex, though why he felt at all threatened by a crow of all things was far beyond him. As quickly as it came, red irises returned to his own silver ones. With a squawk that shattered the silence of the night, the bird took to the air once more much to Raine's unspoken relief. Leveling into a steady glide, it disappeared down the street they were facing. Once he was certain it had completely lost interest in them, he released the breath he had subconsciously been holding.

" _I must be going insane,"_ he thought wryly.

First talking Grimm and now avian terrors; he was taking full advantage of a stiff drink when they got back. What could possibly happen next?

"Your prey shall come," he murmured, repeating those cryptic words the Brood-mother had told him.

If something were to happen soon, it would turn out to be tonight. That crow couldn't have fit the bill of his "prey" though. Was there even such a thing as a bird faunus? His gaze lingered upon that same street their unexpected companion had flown down. Just as he was about ready to look elsewhere, a glint of steel caught his eye. He narrowed his gaze, subconsciously tapping into his powers to enhance his distant vision with such low light. Around the corner at the end of the street came a pair of White Fang soldiers, armed lightly with rifles.

"Well I'll be damned; it was right after all," he breathed in awe.

Gently, he shook Ruby awake, quickly pressing a finger to her lips when she groaned in protest.

"What's wrong?" she whispered groggily.

"Use your eyes and look down that direction," he told her just as quietly.

Silently she obeyed, her irises lighting up with power, and following his finger. Her own eyes widened when she saw the patrol.

"Well what are you waiting for? Let's check it out!" she said suddenly as she jumped to her feet.

"H-hey! Hold on a second Rubes!" he called after her, but she was already gone.

Ruby kicked up a small cloud of dust as she jumped back down into their camp, disturbing Zwei from his nap.

"C'mon Zwei, let's go find some bad guys," she told him eagerly.

With a light yip, the corgi chased after her, with Raine silently following behind. Oddly enough, none of their companions had shown any signs of awakening from their slumber.

"I'm assuming you have a plan for all this, considering we left the others behind?" Raine asked as they rushed through the night air and down the street.

"It's not that hard," Ruby told him. "All we gotta do is tail them for a little bit. With any luck they'll lead us straight to where we need to go. Then we just gotta remember where they went and bring everyone with us."

It didn't take long for them to catch up to the two soldiers, quickly ducking behind some rubble to stay out of sight. Aside from the almost deafening silence of the ruins, Raine could vaguely make out a conversation between the two men. He flinched when he heard Ruby trip over a rock, knocking loose a small pile of debris.

"What the... did you hear that?" asked one of the soldiers as he turned in the direction of their stalkers.

"Hear what?" asked his companion with an irritated tone.

"I could've sworn I heard some kind of movement, like we're being watched."

"We're in a Grimm infested wasteland, what did you expect to be out here?"

"I know but-"

"Let's just finish our patrol and get back to base. This place is giving me the creeps..."

Nervously, the first soldier turned to rejoin his partner as they continued their rounds. Raine glanced at Ruby as he let go of a breath he subconsciously held. Slowly, he raised a single finger to his lips, his unsaid message clear. With the same care as before, they followed after them for several blocks, taking cover when needed. Eventually, the two soldiers veered off of the road and with a hastened pace, approached a reinforced metal door in the side of an old factory. A couple knocks echoed with a resounding boom throughout the night. With a slight creak, the door swung open, revealing a third soldier who quickly ushered the first two inside, door clanging shut behind them.

"This is it," Raine murmured as he turned to his girlfriend and her pup.

"Awesome; let's go tell the others," she said with a smile.

They turned to leave, moving briskly along the street, when a deep rumbling jolted them. Raine's gaze shot down as he felt the earth shift beneath his feet. Eyes widening in realization, he grabbed Ruby by the hood and tucked Zwei into his free arm. With his aura enhanced strength, he threw the both of them to safety as what was once solid ground fell away. Ruby cried out in alarm as she watched him fall into the inky abyss below.

"Raine!" she yelled into the pit, wincing as the distant crash of debris came to her ears. "Raine! Are you alright?!"

A few seconds ticked by as dread started to worm its way back into her heart, when she heard his gruff and irritated voice answer back.

"I'm going to feel that one in the morning," came his echoed groan. "You should definitely take a look at this though."

Relief flooded through her; it must not have been a very long fall.

"Zwei, go back and bring the others here," she said as she knelt down towards him.

The corgi gave a happy bark and took off running down the street. As for Ruby, she took a deep breath and steeled herself for the coming fall, and jumped. For a brief couple seconds, her stomach leaped into her throat, wind rushing past her hair as darkness overtook her momentarily. With a sudden shock, her feet hit the ground; a floor of concrete and strewn with rubble. She stumbled as she tried to maintain her balance; not the most graceful of landings.

Oddly enough, it wasn't the pitch black wall she had expected from a cave, but instead it was rather quite illuminated from the sink hole hanging overhead. She saw Raine standing a few paces ahead of her and moved to join him. Her mouth fell open in awe; the chamber they had fallen in was massive, having been carved out by the town's previous inhabitants. They were literally looking upon an underground city, complete with high rise buildings, one of which they had happened to land upon.

"How is this even possible?" breathed Ruby.

"It looks like the inhabitants of Mountain Glenn were willing to go to any lengths to make a home out here, even if that meant sealing themselves off from the surface," Raine answered.

His gaze drifted downwards into the city streets, and there he found exactly what they were looking for; bustling about like ants were hundreds of White Fang soldiers, along with the stolen Atlas mechs. If it wasn't certain before, it was abundantly clear now; they were going to need reinforcements.

"Freeze!" came a barking order from behind them, voice heavy with an eastern accent.

The two guardians immediately threw up their hands in a non-hostile gesture. Raine groaned internally about being caught so soon. He had hoped their little entrance would go unnoticed, but that didn't seem like the case.

"Turn around, no sudden movements," the same voice ordered.

Slowly, Raine and Ruby turned to face their adversaries; a dozen soldiers had their rifles trained upon them, far too many for them to fight without sustaining heavy wounds. Leading the group was a much larger man, chest broad and clad in a high collared armored vest. Metal guards sheathed his forearms and his face was completely covered by a custom mask. Hanging in one hand was a massive, weaponized chainsaw.

"Both of you, throw your weapons down on the ground. Now."

Their captives did as told, placing both of their melee weapons down at their feet. With a wave forward from their squad leader, a soldier stepped forward and seized both Tempest and Crescent Rose.

"And the gun," demanded the leader.

"Well I'm not going to throw that one down idiot. It's really bad for the more delicate parts. Instead I'll just place it down gently," chastised Raine as he reached for Hurricane at his belt.

"Shut up, and just surrender it," barked the giant.

With a sigh, Raine did as he was told and handed over his SMG to another soldier as two more came up behind him and Ruby, cuffing their arms behind their backs.

"Take em to the cell with the drunk. The boss will want to see this personally," ordered the leader.

Strong hands found themselves on the shoulders of the two guardians as they were roughly taken away by their captors. Ruby shot her boyfriend a worried glance, hoping against hope that their friends would find them. Trying to stay positive, Raine gave her a reassuring glance.

"Don't worry Rubes, I'm already working on a p- wait... did he say _drunk_?"

* * *

 **A/N: Some of you may have noticed how Ruby doesn't act awkward around Winter like she did in Canon. The Ruby we know and love in Vol 1-3 is far more happy and go-lucky than her counterpart because she wasn't forced to grow up as quickly. She'll still retain traits that make her unique and endearing apart from her peers, but her mindset is more akin to how she is in Vol 4. I hope that doesn't turn too many people off. Review!**


	25. Jailbreak

**Disclaimer: If I owned RWBY, there would be more Zwei.**

* * *

" _Stop it! Don't you dare touch-"_

" _Witness the full might-"_

" _That's enough!"_

" _... your power has made you..."_

" _Raine, I..."_

" _NO!"_

Arianna bolted upright with a sharp gasp, sweat running down her face in rivulets as she panted heavily for breath; another one, the worst yet. She shook her head of the visions that kept dancing in her eyes, replaying themselves constantly as if her mind wanted to torture her. She glanced around their camp, her friends all fast asleep. The fire had long since died down to mere embers yet morning was still far off, if the moon shining brightly at its fullest was any indication. Standing up to stretch, she noticed that one of the sleeping bags was oddly empty.

"Ruby...?" she said uncertainly.

She quickly jumped up to the roof where Raine had set up his post, only to find him missing as well. Fully alert now, she returned to the camp and roughly shook Cyan awake, the giant sitting propped up against the wall and arms crossed, grumbling in irritation as he opened his eyes.

"Wahizzit...?" he mumbled, still half asleep.

"Ruby and Raine are missing," she said seriously.

"Huh...?" he asked again as he blinked away the blurriness from his eyes.

"I woke up in the middle of the night, I look over, and I find that Ruby isn't in her bag. I checked up on Raine and he was missing too," she repeated more loudly and urgently.

Cyan groaned in annoyance.

"You've gotta be fucking kidding me..." he swore as he stood up.

The commotion broke the remainder of Team RWBY from their sleep as well, each of them looking around their camp in confusion for their missing leader.

"Wait, Ruby is gone?" repeated Yang as she got up from her sleeping bag. "But she was literally just here!"

"She left to talk to Raine right before we went to sleep," filled in Weiss. "Maybe she stayed with him?"

"I thought so too, but he wasn't there," Arianna answered her.

"Are you serious?" replied the Heiress with shock.

"That's weird, even Zwei's not here," added Blake as she straightened her bow.

A tapping of heeled boots drew their attention to the door. There stood Winter with a stern look of displeasure upon her face. Behind her was Dr. Oobleck, hair seemingly even more askew than usual as he peeked out from behind the frame.

"I certainly hope they didn't run off for some alone time. Your leaders assured me they would remain professional on this mission," Winter remarked with disdain.

"Ruby would never do that. She not some love-struck little girl," Yang immediately declared as she jumped to her sister's defense.

"She kind of is, but she wouldn't be irresponsible about it. Raine wouldn't let her anyway," added Weiss.

"The only reason why he would even leave in the first place would be if he found a lead, and a damn good one at that," Cyan grunted as he affixed his gauntlet. "At any rate, we'll still have to find the bastard before he gets himself into trouble."

At that moment, Zwei came rushing in to the camp, barking up a storm.

"Zwei? What's wrong?" asked Yang as she knelt down to comfort him.

The corgi whined pitifully as he dropped his head.

"Mr. Gideon is right," Oobleck said seriously. "Grab your weapons; your leaders might be in danger."

* * *

Raine and Ruby let out a grunt of discomfort as they were roughly pushed into a cell in an abandoned jail. The cell was rather large in comparison to some of the more modern ones that Vale used in the city proper, this one being around eleven by fourteen feet. It was sparsely furnished, with a single steel ledge anchored into the wall on the right. On it was a paper thin mattress. Opposite of that was a two-in-one sink and toilet that was welded into the floor, though the toilet was completely dry from lack of working plumbing. High in the back wall was a small window whose glass had long been broken away, with the only illumination shining through from the lights of the camp outside. With a loud squeal and clank, the heavy iron-bar door slid shut. Ruby sent a glare to the retreating backs of the soldiers, failing to notice the third occupant.

"Ain't this a surprise; what are you kids doing here?" came a tired voice.

The two guardians spun on their heels to find Qrow chained in a corner, except his state of being drew looks of horror upon them. His clothing was in tatters, caked with blood from wounds that stubbornly refused to heal, his right eye an angry purple in color and swollen shut, and a small river of blood dripped down his temple from an unseen wound beneath matted hair. Numerous deep cuts and nasty welts decorated his body beneath the rags that were now his clothing, his arms suspended over his head by a pair of manacles nailed into the wall, and yet despite all of this, he still kept that same, trademark smirk.

"Oh my God, Uncle Qrow!" gasped Ruby as she rushed over to him.

Had her arms not have been bound she would have hugged him, albeit more carefully than usual.

"What... what did they do to you?" she squeaked out as she looked over his form.

"Ah I got careless..." he said quietly, trying to play it off and turning his attention towards Raine. "Turns out your older brother was a lot stronger than I anticipated."

Raine stiffened at the mention of Adam.

"I was afraid he would be here," he muttered. "How are you still like that though? Can't your aura heal you?"

"Normally it would, but he used some kind of dark magic on me, threw my aura into all sorts of screwed up. Now I'm about as useful as a civilian."

"There's... there's still gotta be something we can do," said Ruby, trying to figure out a way to help her uncle out of this mess.

"Working on it," answered Raine as he focused his Semblance at his bindings.

If he could just make the current sharp and thin enough, he could split them in two. His concentration ended up breaking however with the sound of boot-steps coming from down the hall. Ruby had noticed them too and backed away from the cell door as much as possible, standing protectively in front of her uncle.

"Little Red Little Red and her Blue Knight in Shining Armor... what on Earth am I _ever_ going to do with you two?" came the sing-song voice of Roman Torchwick as he stood smugly at the iron bars.

"How about we start by taking these bindings off?" Raine replied flippantly, walking up to the bars to stare Torchwick in the eye.

"I'm afraid that isn't an option kiddo. See here's the thing; I can't afford to have any of you get the chance of derailing our operations here, otherwise my boss will have my head. So how about all three of you just sit there nice and quiet like, because I've got a big day ahead of me."

The thief pulled a cigar from within his coat, his other hand lighting a lighter and bathing the two of them in an orange glow. With a long drag from the aged tobacco, he puffed out a cloud of smoke into Raine's face, but unfortunately didn't get the reaction of a coughing fit like he wanted. No matter; it wasn't like he was finished gloating anyway.

"But, on the off-chance you do manage to get out, stick around for awhile. You might just get to see some fireworks."

"Now that you mention it, I _am_ a bit of a fan of Roman Candles myself."

"You've got a long way to go, because I intend to live until I'm a ripe old man; sorry to Raine on your parade."

Without another word, Torchwick turned on his heel, flicking the cigar into Raine's face as he left.

"Prick," the guardian muttered as he rejoined Ruby and Qrow.

"Considering you guys are here in the first place, I'm assuming you have a way out? Or is that just not happening?" remarked Qrow.

"We're not alone; the rest of our teams are here too. As long as I can cut myself loose, I can set a distress signal and they'll come running," assured Raine as he refocused his Semblance. "I'm more interested in how you managed to get caught in the first place."

"I've been following a lead that Ozpin gave me for the past few weeks. When I noticed the White Fang were here, I cut off communication to keep from being tracked. Didn't seem to help though when Adam showed up. Nothing seems to get past his eyes now. I've been here ever since, having some... interesting conversations with him. You can probably guess by my current state that I haven't been cooperative."

"Any idea if he's still here?" asked Ruby with an undercurrent of fear in her voice.

Qrow shook his head.

"Hard to say. I've been stuck in here for days, but he hasn't visited in awhile."

Raine paused for a moment at that remark, hoping that Adam was gone and remembering the bird from earlier; so it wasn't a coincidence. Somehow that crow had led them towards that White Fang patrol. Did Qrow have the ability to talk to birds of his namesake now? The young guardian shook the thought from his head as he thinned the minuscule current of wind between his wrists. Knitting his brows in concentration, he narrowed the current into a razor-sharp blade and began to cut. He winced as the sudden sound of a miniature chainsaw echoed throughout their cell, hoping it wouldn't bring any guards running. A few seconds were all he needed and, with a snap, his hands came free.

"Ah, much better," he commented as he stretched his muscles.

"I take it you've been doing a lot of practicing since you woke up?" asked Qrow with a brow raised.

"You don't know the half of it," Raine answered as he got to work on Ruby, his razor much easier to control now that he had free use of his hands.

A few seconds later and the leather straps restraining her fell away as well.

"How are we supposed to get out of this cell though?" Ruby asked as she massaged her wrists.

Raine smirked at her as he pulled out his scroll and activated his distress beacon.

"Our friends bust us out."

"How many of you are out here?" asked Qrow as Raine got to work on his manacles.

"Just the usual gang you met at Haven, plus a couple old friends of mine. Oh, Doctor Oobleck and Weiss' older sister are here too."

Qrow snorted at the mention of Winter.

"Jeez, she had to tag along? I guess she couldn't resist my insanely good looks."

His arm popped loudly in protest as the tension from the manacle was released.

"You're not courting anyone just yet with a face like that. Now hold still, I still have to do the other one."

Qrow chuckled quietly under his breath.

"Funny how things change; just last month I was saving your life and now here you two are busting my rear end out of jail."

With a clank, the second manacle split in two, dropping Qrow heavily onto the ground with a grunt of pain. Ruby was there immediately, catching him as he struggled to catch himself. Gingerly, he sat back against the wall with a groan of pain.

"Look, once we're out of here I can handle myself, but you two need to leave and get back to the city. They've loaded up the train with bombs and they plan to blow open a hole for the Grimm. You need to warn Ozpin."

Ruby's eyes widened in shock.

"But... that's going to get hundreds of people killed!"

"The White Fang aren't the peaceful protest group they used to be five years ago," explained Qrow through labored breaths. "They're mad, and they want blood. All Torchwick did was give them the means. As for Adam, well... if he's still here it should go without saying to run."

Raine shook his head.

"Save your strength. Let's focus on getting you out of here first. My team won't let us down," the young guardian said confidently as he got to work cutting at the bars which, admittedly, would take much longer than their bindings.

Qrow looked at him oddly.

"Since when did you become the leader of Team RRWBY?"

* * *

Back on the surface, Zwei ran ahead of the group as he led them to the large sinkhole that swallowed up Raine and Ruby. He stopped at the edge and looked at Yang expectantly.

"Are you saying they fell down there?" she asked as she slowed to a stop.

"Oh dear," said Oobleck quietly. "A collapse like that would surely alert our quarry."

"Damn, and here I was hoping I could do some advanced breaching techniques," complained Cyan as he crossed his arms.

"If they fell then they likely would have been captured," reasoned Winter. "Idiots... we'll have to split up if we intend to find them at a reasonable-"

She was cut off when Team RWBY's scrolls started going off. Weiss was the first to pull hers out to check the notification, only to smile in relief.

"We won't have to; Raine activated his distress beacon, which means we can just follow the signal."

Punching in a command, she enlarged the tracker into a holographic display. Unlike Ceres Delta, she lacked a proper map of the Mountain Glenn underground. As such, they were left with a blank sphere with a pair of dots, one red for the distress beacon and the other blue to denote their position. It was a vague guidance system, but it would have to do.

"Well then, lets not waste any time," declared Cyan as cracked his knuckles and approached the hole.

"Mr Gideon," said Winter with a commanding tone, causing him to halt in his tracks. "Until we know how heavy of an enemy presence we are fighting, we are _not_ barging in with a blatant display of bravado. For all we know, your leaders could be captured with rifles pointed at their heads. This is going to be a stealth retrieval mission only; no engaging the enemy unless absolutely necessary."

"Ok _or,_ and I'm just throwing this out there," retorted Cyan with a slight edge to his voice, "I can create enough of a ruckus to draw them away from wherever it is they're being held, allowing you guys a clear shot at rescue."

"Hey guys?" said Blake, trying to get their attention.

"This isn't up for debate. Fall in line, that's an order," Winter shot back, her ire rising.

"I'm not one of your little _toy soldiers,_ Ice Queen."

"Guys?" Blake repeated, louder this time.

"If you don't check yourself, then I _will_ do it for you," the Specialist warned as her hand hovered over her sword.

"Bite me," Cyan spat back.

"Guys!" Blake yelled, finally getting their attention. "Yang just jumped in."

"Wait what?" they both said with confusion.

A sudden cacophony of screams, gunshots, and blasts from Ember Celica echoed from within the caverns. Dr. Oobleck gave his thermos a shake, extending it with a telescoping function into a large, lit torch.

"Your teammate needs assistance. Our quarry has been found and your mission has been updated to search and rescue. Eliminate any resistance that you come across."

Cyan shot a smug smirk towards an irate Winter as he extended his claws.

"Time for round two."

* * *

Raine had cut away the fourth bar when the chaos outside had begun.

"That sounds like them," he said aloud.

Turning on his heel, he helped Ruby get her uncle to his feet, the both of them each supporting an arm as they led him out of the cell. A swing to the left led them down a small hall and towards the booking station, old fluorescent lights giving dim illumination. Oddly enough, no one had been left behind to guard them. Either that or the guard had rushed outside to investigate hell breaking loose. Luckily for them, their weapons had been locked away in a large security cabinet. Unfortunately, that didn't include Qrow's sword.

"Can't have all the luck I guess," muttered Raine as he and Ruby helped Qrow into a chair.

"You two just got here; they probably just threw your weapons in there out of convenience," answered Qrow. "Nevermind about mine, I had a spare made and sitting at home for this exact reason."

A sudden fit of coughing wracked his body, specks of blood discharging from his mouth along with mucus.

"Uncle Qrow please," begged Ruby. "Don't talk anymore, you need to save your strength."

"Don't you worry about me, kiddo. I'm a lot tougher than I look," the aged Huntsman replied with a tired smile.

Raine didn't waste anytime; a wave of his hand sent concentrated slice of wind at the padlock, splitting it in two. He wrenched the doors open and tossed Crescent Rose over to Ruby who promptly stowed it at her waist. Doing the same with Hurricane and Tempest, he rushed over to the front door and swung it open to take a look at the commotion outside.

What met his gaze was a literal urban warzone; scores of soldiers were rushing off towards his left and firing at their intruders with various rifles, both projectile and energy based, along with the clanking, hulking forms of stolen Atlas mechs. He winced at the thought of fighting off more than one of those walking tanks but from the looks of things, most weren't even armed properly. A few blasts from what he recognized to be Ember Celica's rounds struck a couple soldiers in the chest, followed by a massive plasma blast that reduced a mech's torso into molten steel and causing Raine to duck back into the jail out of reflex. There was only one person who liked to flaunt that level of firepower.

"What's going on out there?" asked Ruby.

"You remember that mech that Torchwick stole? Yeah, Cyan just melted it with one shot," Raine replied.

"He did what?"

"Who did what...?" muttered Qrow.

"One of his old teammates; Raine is leading his old team for this mission," answered Ruby as she helped her uncle back to his feet.

"Huh, is that right?" her uncle replied with mild interest.

Raine took a second quick look outside, then slammed the door shut.

"Alright, we'll have to stick to the shadows and off the road. Our friends are making one hell of a racket so as long as we keep our heads down, those soldiers won't realize a thing."

Ruby gulped and nodded her head as Raine joined her. Together, they opened the door and, under the chaos of battle, slipped away into the fog of war. The setting reminded her of a movie that glamorized the Great War that she had once seen when she was younger; a haze hung in the air that the artificial lighting the White Fang had installed could barely shine through, explosives rocked them as they dug craters into the ground, the wailing of pain and confusion that came from the ranks of their enemy coupled with the battle cries of a certain giant on Team ARC... it all made for a very unsettling environment as they trudged alongside the No Man's Land of the street. A couple near misses from a mech forced them to take cover in an apartment building, but left them mostly unharmed.

As he waited for Ruby and Qrow to catch their breaths, Raine took another peek out at where their companions were pinned down; roughly five hundred meters, and the entire way was getting torn apart by all sorts of firepower. He swore lightly under his breath, momentarily wishing they had taken a much more low profile approach. Either Yang or Cyan was going to be to blame for this.

"Last stretch," he told Ruby and Qrow. "If we can get close enough, I can wave them down to cover us."

"Then let's get going now before Uncle Qrow passes out," Ruby said impatiently.

"Hey, give me some credit here," her uncle complained loudly.

The two guardians ignored him as they resumed their trek. A stray plasma blast impacted above their heads, raining down debris upon them. They doubled their pace as best they could; surprisingly, Qrow seemed to keep up despite his wounds. Still, it was far from the pace they usually set. By now they had passed the front lines of the White Fang's position, at the front of which stood Torchwick as he fired his flares from Melodic Cudgel, fearlessly standing in the open as rounds pinged harmlessly off of his aura. The redheaded thief seemed to notice at his escaped captives, as he started yelling for his "men" to shoot them down.

"Take cover!" yelled Raine as a fresh volley of rounds erupted around them.

They dropped to the ground, a bullet lightly grazing Ruby in the arm. She hissed as the stinging pain hit her, but quickly bottled it down and focused her aura. An acrid stench of gunpowder and carbon scorches filled her nostrils. Remembering the radio still in his ear and lightly chiding himself for forgetting, Raine hastily lifted a finger and pressed down on the transmit switch.

"Ari! Ari, can you read me?!" he yelled over the endless barrage.

" _Read you loud and clear Stormcloud! You have no idea how good it is to hear your voice. Where are you?"_ came her elated reply.

"We're pinned down by multiple hostiles. Our position is at roughly your two o'clock in an old restaurant, just follow the bullets. We need cover or we're not moving, and we got wounded."

" _Ruby?"_

"No, her uncle."

* * *

Arianna paused for a moment at that remark. What in the world did he mean by "Ruby's uncle"? Whatever the case, her friends were in trouble.

"Sit tight Raine. We'll get you out of there," she finally answered.

The sniper jumped from her perch as her magazine went empty, leaping out from within an office building to rejoin her friends on the ground. Yang and Blake blasted away with Ember Celica and Gambol Shroud as they popped in and out of cover in the building, and Cyan popped a heat sink from Baal, having morphed the gauntlet into a plasma cannon. The steaming hot barrel stood upon his wrist behind his claws, an angry red in color that refused to fire. Weiss crouched low as she loaded a fresh dust vial into Myrtenaster while her sister shielded them against the various rockets that flew from the advancing mechs, though another mechanized monstrosity fell as a massive fireball from Dr. Oobleck's torch impacted against its face.

"Raine just called; they're pinned down off to our right in an old restaurant," she yelled over the gunfire. "Cyan, how many shots do you have left?"

"I got one more," he answered with a grunt.

"Save it, we'll take care of this," interjected Winter as she turned to her sister. "Weiss, ice dust."

Weiss nodded silently and prepared the appropriate glyph. When a slight lull finally fell upon them, both Schnee sisters rose from their cover and, with an intricate flick of their wrists, glyphs sprung to life, lining the entire right side of the street. From them erupted a solid wall of ice, completely shielding Raine, Ruby, and Qrow from any further attack. The three in question wasted no time and sprung from their cover as best as they could as the frigid shield began to crack under intense punishment.

Over in the White Fang lines, Roman let out a string of curses and, in his frustration, bent his cane between his hands. With a huff, he strode over to the lieutenant accompanying him.

"That's it. Get that last car attached and start up the train," he growled out.

"But we're not finished!" protested the officer, only to find himself forced up against a wall with the foot of Melodic Cudgel shoved into his neck.

"Do it, or _you're_ finished."

A fireball forced the group to duck for cover. With a yell of retreat from the officer, the White Fang halted their returning fire and turned tail for the tracks. Of the ten mechs that they had ready for battle, only four remained. They too made a hasty retreat, their heavy steps echoing over the now almost silent battlefield, save for the few shots still coming from Yang and Blake.

"Cease fire!" yelled Winter, prompting them to lower their weapons.

"Yeah, thanks for not riddling us with every caliber known to man," came Raine's voice as they limped around a corner.

Shock filled their eyes at the sight of Qrow supported between the two guardians.

"Dear God, Qrow!" exclaimed Winter as her demeanor shattered, earning a weak chuckle from the elder huntsman.

"See? I knew you cared," he laughed between coughs.

"You insufferable ignoramus, shut up and stay still!" she scolded as she rushed over to his side.

Ruby and Raine set him down against a support pillar while Winter pulled out her scroll and did a quick scan, recognizing something was wrong with his aura with how extensive his wounds were. Had he not been in such excruciating pain, Qrow would have assaulted her with all sorts of teasing about her sudden "mother hen" attitude, but for now, he simply followed her advice. She frowned as she analyzed the scan's results.

"This is bad; the miasma you found in Cardin Winchester is in Qrow's system as well and crippling his body's ability to generate aura," she explained as she stowed away her scroll. "He needs to be evacuated or he won't make it another day."

His state of well-being was only further punctuated by a hacking cough.

"Stop worrying about me," he managed to spit out. "You need to stop the train."

"Train? That's preposterous. These tunnels are sealed, they have no where to go!" said Oobleck as he shook his head.

"Which is why they loaded those cars with dust and explosives. They've been digging for weeks and plan to blow open a hole into the city, allowing Grimm to flood through."

"What?!" exclaimed Weiss, Blake, and Yang.

"How do you know all this?" questioned Winter sternly as she conjured a glyph in an attempt to stabilize him, but they're conversation was interrupted by the sharp whistle of a train followed by Torchwick's voice over an intercom.

" _Pack up your bags people, because we are leaving!"_

"Uh guys? The train is leaving," called Yang.

"Thank you Captain Obvious. Now what?" stressed Weiss.

"Lemme call Jaune!" suggested Ruby as she pulled out her scroll.

Instead of a dial tone, she was met with a red "No Signal" message.

"Dang it, I can't get through!"

Winter grit her teeth; if that train made it to the end of those tunnels, Vale would be overrun.

"Dr. Oobleck," she began as she lifted a weakly protesting Qrow back to his feet. "Take teams ARC and RWBY. Stop that train at all costs. I'm headed back to the surface to warn General Ironwood of the impending attack and get evac for Qrow."

"You just want to get me alone with you, doncha?" quipped Qrow with smirk.

A tick mark formed over Winter's forehead as she resisted the urge to slap him. With the way his condition was, it could very well kill him. Given the gravity of their situation however, no one chose to comment further.

"Very well Specialist. We wish you luck, and take good care of our Huntsman," nodded Oobleck. "No time to waste, children. We have a train to derail."

He rushed off in a caffeinated blur. Zwei was the first to follow, staying hot on the bespectacled Huntsman's heels. Cyan, for the first time during the mission, held a very serious expression on his face as he chased after them, as did Arianna who held a great deal of worry, reminded of the visions she had been having. Blake was next, followed by Yang who sent one last look towards Qrow. Her uncle was supposed to be invincible; to see him like that was unsettling to say the least, and reminded her of how Raine ended up on their last mission.

"Sister..." Weiss said softly as she too hesitated to leave, having not seen Winter so close to distressed at any other time in her young life.

"Weiss," Winter pressed further. "Go."

With a curt nod, the Heiress obeyed silently, leaving Ruby and Raine.

"Winter, please," Ruby pleaded quietly. "Save my uncle."

The Specialist locked eyes with the young guardian and gave her a curt nod.

"By my honor," she answered firmly.

"Ruby, we need to go," reminded Raine as he took her hand.

Ruby turned towards him and nodded, her face set with battle-hardened focus.

"Right, save the kingdom; it's what Guardians do," she agreed.

Together, they rushed off with their blinding speed, leaving Winter and Qrow behind.

"Ya know, I take it back Schnee; you're alright, my savior queen of the snow," muttered Qrow as he began to drift into unconsciousness.

Winter balked at the downright horrid attempt at a pickup line, especially now of all times. Still, against her stonewall discipline, she averted her gaze shyly as a dust of pink colored her normally pale face. After all, a compliment was still a compliment.

"Sh-shut up," she sputtered out, trying to save some dignity.

"Wow, underneath all that ice, you're actually kinda cute..."

"Qrow!"

* * *

 **A/N: Yep, much shorter release time for this chapter now that all the holidays are over with. And yes, QrowxWinter; I'll ship Snowbird. As we're nearing the end of the Vol 2 section, I would also like to remind my readers that I have still not chosen a ship name for RubyxRaine (Thank you for reminding me DragonLord501st), so to my lovely reviewers, I set a task to you; if you have a suggestion for the ship name, leave it in the review section so I can get a tally. The three most popular ships will be put into a poll I will be starting with the release of the next chapter. Currently I have settled on Storm of Roses, but am open to suggestions if they get enough support.**


	26. One Way Ticket

**A/N: Ok, I'll admit that the wait was stupidly long for this chapter. I hit a massive case of writer's block and probably scrapped five different drafts before settling on this one. I suppose the biggest challenge of this fic is keeping from writing a big copy-pasta of the show, while adding certain things to keep it fresh. Hopefully this chapter doesn't come across as rushed; I had to knock it out quickly while my muse was still awake.**

 **Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

"Have all the charges been set?" asked Adam Taurus as he observed from atop a building, watching his little brother and merry band of intruders board the train.

"Yes my lord," answered a White Fang soldier, one of his lieutenants.

"Good. Inform the troops to evacuate and make their way to our base camp south of the city; we're advancing our schedule."

The lieutenant bowed stiffly as he took his leave, departing through a door that led to a surface access tunnel.

"Do you really have so little faith in dear Roman, my bull?" asked the sensual yet electronic voice of Cinder Fall, her holographic form shimmering into view from an airborne drone.

She was dressed in a black, high collared shirt and a plaid skirt of black and white; the uniform of a Haven Academy student. Adam snorted at her sudden appearance.

"Do not presume to speak to me with such familiarity. You continue to live by the whims of another, as does he. He is the lowest of human scum."

" _He_ is our best ticket to gaining access to the city, unless you believe your power has grown so great that you could contend with the entire Atlesian Air Fleet on your own," corrected Cinder.

The seasoned White Fang captain and Fallen Guardian tensed his muscles as she "stood" behind him. Had his Mistress not specifically commanded him to cooperate, she would be a bloodstain on the floor the moment he met her, Fall Maiden powers or no. The very idea of assisting her in furthering her goals in order to further his own made him want to vomit. Still, cooperation with her was necessary to meet their ends; his Mistress demanded such things.

"My power is indeed a gift, but my strength lies in those who fight for my cause. Maiden's power or no, do not think your might is greater than my own," he sneered back.

"Then I wonder how your soldiers will think of you when they find out they are being sacrificed in this attack?" she continued.

"They already know. Each and every last one on that train had willingly volunteered for a suicide mission. Vale will feel pain today, not by your hand, but by theirs."

He turned to leave, pushing through her image, eager to be free of the pyromancer's presence regardless if it was real or projected.

"Beware Adam Taurus, as arrogance is what led to the downfall of the Guardians," she warned him cryptically as she turned to face him, but he had a retort waiting for such a jab.

"As will yours, _Fall Maiden_."

He slammed shut the door to the surface access tunnel as he grimaced. Now out of her sight, his right hand fell down to his abdomen. He could still feel phantom pains ripping through him from Raine's gun. As much as he hated to admit it, arrogance really did almost cost him his life atop that mountain. Only his Mistress' gift had saved him. His left hovered over the hilt of a new blade sheathed within Blush, Wilt having been lost in the mountain's collapse. His vengeance was now personal, but it would have to wait. Events have now been set in motion that took far greater importance than settling a personal score.

* * *

On the caboose of the train, a White Fang soldier was drawn to a clamor towards the back. Glancing out the side of the car, he barely caught sight of rose petals in the wind, prompting him to reach for his radio.

"I think they're on the tr-"

He didn't finish the sentence as Dr. Oobleck knocked him on the head with his torch, sending the soldier into unconsciousness. Behind him came his charges.

"Uh professor?" asked Weiss as she looked off to the side in the car.

" _Doctor,"_ Oobleck once again corrected.

"What's that?" she asked as she pointed to a large, metal cylinder with handles on both ends, numerous exposed wires and a timer display on its face.

"That my dear," replied Oobleck as he leaned down to take a closer look. "Would be a bomb."

"No use sitting around here then," commented Raine as he used Hurricane to blow off the hinges of the hatch above him.

"Get up top, people. We're headed straight for the engine," he yelled over the sudden noise in the tunnel.

They jumped up through the now open hatch and onto the roof of the caboose, wind whipping around them as the train gained speed. Soon after Dr. Oobleck climbed out of the car and joined his students, a low whirring sound echoed from inside as the bomb activated, its timer starting at the one minute mark.

"We got baddies!" added Ruby as she pointed ahead of them.

Numerous soldiers had climbed out of the cars and onto the roof, weapons drawn as they moved to confront their intruders. The numerous clicks of firearms echoed from their ranks.

"Get behind me!" yelled Raine as his sapphire glowed with power.

Drawing upon his reserves, Raine drew Tempest as its runes came to life and conjured a blue, hard-light shield in front of them as a barrage of gunfire erupted from the White Fang. He grit his teeth under the strain as he forced his legs to move forward, projecting the shield ahead a few meters so that it overlapped with the next car, rounds ricocheting sporadically around them.

"Get down below, now!" he yelled. "We're sitting ducks out here!"

They scrambled forward and jumped back down onto the car coupling. Oobleck wrenched open the door to the next car and ushered them inside when a mechanical clicking drew his attention to the coupling. Ruby noticed as well, her eyes widening.

"Raine! The car is detaching itself!"

Raine's eyes shot downwards as he felt the car lurch below his feet; the magnetic locks had disengaged, leaving the caboose to lag behind. Pooling his aura, Raine let loose a shockwave that shattered his shield, sending scores of soldiers flipping off of the train. He winced as he drowned out their screams. Now clear of most danger, he jumped forward across the ever widening gap as hard as he could, his feet landing on the edge of the next car. Arms flailing, he struggled to keep his balance until Ruby reached out and grabbed him by the collar of his shirt. With a pull of her own, she yanked him to safety and the pair tumbled into the car.

"Are you ok?" she asked worriedly as they climbed back to their feet.

"Yeah... yeah I'm fine," he answered, adrenaline rushing through his veins.

They watched as the caboose steadily fell away from them, waiting with held breath until a brilliant explosion rocked the tunnel, tearing a hole open to the surface above. Heavy chunks of debris fell upon the tracks, allowing the first light of morning to shine through, but with it came the tell-tale snarls and distant, blotchy shapes of Grimm.

"Oh dear," said Dr. Oobleck as he looked into the tunnel with worry.

"Guys we got a problem!" said Yang as she drew their attention from the outside.

The car they had taken shelter in had also contained a bomb, its timer screen blinking an angry red.

"Ya know something? I really wish your uncle had been wrong," Raine muttered.

"Don't just stand there you idiots, we gotta move," Cyan said forcefully.

His yell broke them out of their stupor and prompted the group to continue on to the next car. Cyan was the first one through as he threw the door open, running into a surprised White Fang soldier. A single punch to the jaw sent the surprised Faunus collapsing to the ground. In this car, they found two more attempting to arm the third bomb, as well as numerous crates of dust. Blake moved quickly, phasing out of sight with her Semblance. The flat of Gambol Shroud found itself crashing upon their necks in quick succession.

As the two soldiers fell to the floor, the second car decoupled itself from the train. In a ball of fire, the car tore a second hole in the tunnel, allowing swarms of Creeps to rush in. Their screeches for blood chased after their prey. If they got into the city, it would be a complete massacre. Raine clenched his fist around the hilt of Tempest in anger.

"That sick bastard is going to get the city overrun; we're running out of time," he growled.

He stomped forward out of the compartment and into the rushing wind of the tunnel, finding himself on a large freight car lined with rows of Atlas mechs. It astounded him that they could steal so many. Did the White Fang intend to use these as well? Was Adam really insane enough to wage war in the middle of a kingdom? He shook his head of these questions; right now their only concern was to stop this train.

The group of Hunters had reached the door to the next car when the whirring of machinery drew their attention. Several White Fang soldiers had trailed them and were activating the mechs. Dr. Oobleck narrowed his eyes behind his spectacles; it was time he started fighting properly. Breaking away from the group, he turned to fight these new adversaries.

"All of you go on ahead and stop the train; I'll stay behind and cover for you," he told them confidently.

"By yourself?" questioned a skeptical Weiss.

"Come now, Miss Schnee; I am still quite the formidable Huntsman," he answered, his torch coming to life in a brilliant display of fire.

Zwei whined and looked at Ruby pitifully, causing her to smile in sympathy.

"Go on," she assured him.

He answered with a happy yip and rushed off to join the eccentric Huntsman, his master and her friends disappearing into the next car. Oobleck narrowed his eyes at the activated mechs, their guns training onto his form. As he prepared to let loose a torrent of flame, Zwei gave him a very peculiar bark. Glancing down at the mischievous canine, the bespectacled Huntsman soon smirked as the two shared a silent conversation; Oobleck brought his torch around as if he was about to swing a baseball bat.

Much to the shock of the White Fang pilots, Oobleck swung with all of his might as Zwei hopped up to receive the blow. With a brilliant explosion, the sixteen pounds of black and white fluff became a literal fireball, rocketing at them at high speed. Zwei's tongue lolled out of his mouth as he bounced between the mechs like a pinball, the incredible force behind his flight knocking them off the car and tumbling across the tracks. He impacted heavily against a fifth and final mech, knocking it upon its back in a shower of fire and shrapnel. Zwei on the other hand, was left completely unscathed; he panted happily with his landing.

Oobleck smiled and adjusted his spectacles as the happy canine returned to him, a few light wisps of smoke trailing from his body. Their victory was short-lived however as the remaining ten or so mechs powered up to challenge them.

"Ah well. I suppose I shouldn't have expected them to take it easy on us," Oobleck said to himself with a shrug.

Hefting his torch in both hands, he rushed forward with caffeine powered speed to meet his assailants.

* * *

Ruby hesitated as the door clanged shut in front of her. She knew that Dr. Oobleck was strong, but a part of her still felt they shouldn't have left him and Zwei behind.

"Ruby," said Raine as he put a hand on her shoulder.

She spared him a glance and nodded, briefly chastising herself internally for stalling. The next few cars lacked bombs, simply being empty compartments. Thankfully, none of these ended up detaching, probably because of the Atlas mechs that were in tow behind them. It wasn't until the fourth car that they had finally run into resistance.

The group slid to a stop as they were confronted by a diminutive young woman clad in a very striking contrast of colors. The closest thing Raine could think of to describe her was of a type of ice cream, as her hair was half pink, half brown with streaks of white throughout. Contrasting irises, one pink and one brown, stared tauntingly from beneath long eyelashes. She wore a white, long sleeved jacket with a pink interior, and a brown corset beneath that, curved in the middle and at the bottom to expose her hips. Brown pants were neatly tucked into white and black thigh-high boots with prominent heels, and a mess of beaded necklaces lay haphazardly around her neck. Hefted on her shoulder was a large, pink and white umbrella, weaved with lace in intricate patterns. Roman Torchwick's right hand, Neopolitan, had come to play.

She cocked a hip to the side in challenge, silently wagging a finger at them like a mother scolding a child. A confident smirk remained on her lips.

Yang clenched her fists as Neo's gaze seemed to settle on her, that ever present smirk widening ever so slightly. She had no idea who this pink thing was, but she seemed to know her quite well.

"You guys go ahead; this one is mine," growled the blonde, moving ahead of the group to accept the girl's challenge.

"She's stronger than she looks," interjected Cyan as he stepped forward to join her. "I will stay with you."

"Don't think I can handle myself, big guy?" she asked him haughtily.

"Vacuo is a safe haven for her kind; she'll use every little trick in the book to get the better of you," Cyan grunted in response as he extended Baal's claws.

"Don't do anything stupid, you two," said Arianna worriedly.

"Let's get moving, people!" announced Raine.

With that declaration, they were on the move once more, but this time Yang and Cyan made a beeline for their new opponent. The three combatants launched into their fight, Neo twisting at an odd angle as she nimbly dodged between both punches, Yang coming in towards her face and Cyan striking low at her legs. As she jumped between them, she countered towards them both, her legs lashing out to hit Yang in the stomach with a drop-kick, and her umbrella thrusting forwards and into Cyan's chin. Both fighters grunted from the impacts and stumbled backwards, giving their opponent some breathing space which she quickly capitalized on.

Neo moved in on Yang first, circling around her with a spring in her steps, egging the blonde into attacking. She promptly did just that, stepping forward and swinging her fists, Ember Celica letting loose an occasional blast, but each attack was quickly parried away by the more agile fighter, her umbrella opening briefly to shield her from the fiery rounds. She countered another hard jab to her face by rolling around the punch. Using her momentum to her advantage, the pink woman flowed into a roundhouse kick that caught Yang in the neck, sending her sprawling to the floor.

Cyan moved in to help, roaring as he cocked back Baal with a heavy punch, but Neo was waiting for him. As his fist sailed down, she leaned to the side and let it embed itself into the steel floor of the car, its claws mere inches from being snapped away in the tracks. Taking advantage of his immobilization, she vaulted up his arm to perch herself upon his shoulders, kicking nimbly at his head like an irritating wasp. When his free hand reached up to grab her, she performed a graceful back-flip into the air, his fingers grasping at thin air. On her return, she performed a rapid series of stomps upon his face, pushing him backwards onto the floor as his claws ripped out from their prison. He hit the ground with a groan as she vaulted off of him with a graceful flip and cocky smirk.

Yang forced herself back onto her feet, growling as she cocked a fresh round into Ember Celica's chamber. She fired wildly, the fiery bolts impacting harmlessly against Neo's opened umbrella. Yang burst forward, jumping over Cyan's form as she closed the distance. Yelling out in anger, she swung with ferocious abandon at the pink menace that danced around her blows, parrying with her umbrella with relative ease.

" _Damn it!"_ the blonde thought as she felt herself beginning to tire. _"I'm dead if this keeps up!"_

Her diminutive opponent wasn't hitting her with the power she needed to activate her Semblance.

" _Is this what Qrow meant about not being able to hit my opponent?"_ she thought to herself. _"Is this why he had tried shoving practice and control down my throat?"_

Her musings didn't last long in their duel, as her mute assailant twisted intricately around her body. In a dizzying and acrobatic display, the girl had perched herself upon Yang's shoulders, not unlike how she had done to Cyan earlier. Yang barely had time to get a sound out as the pinkette suddenly rolled off of her as she grabbed her by the arm, maneuvering in a manner to prop the blonde upon the soles of her feet. With a sudden and unexpected burst of strength, she launched Yang into the ceiling of the car with enough force to dent the wrought iron plates. The blonde dragon cried out in surprise and pain as she impacted heavily, dropping like dead weight back to the floor.

"Yang!" yelled Cyan as he resumed his attack.

Roaring out savagely, he charged forward, boots stomping heavily across the metal floor. Neo smirked and turned to face him, leaving Yang struggling to remain conscious on the floor. Boot heels clicking, she steadily backed away from the fallen blonde, sashaying her hips in a manner that sent his blood boiling. Cyan reared his gauntlet-clad fist back as he finally closed the distance, pouring every ounce of aura possible into his attack. For a split second, he felt triumphant as the fist sailed home, the blades plunging into her face, but suspicion soon overtook him as the ever present smirk remained. Her form suddenly shattered like glass, as if he had struck a mirror image. Stumbling forward, he looked around bewildered when he felt a lithe finger tap on his shoulder.

Spinning around to meet her, the giant caught sight of a small, cylindrical perfume bottle staring back at him. A press of her finger sent a misty cloud of pink into his face. Sputtering, he faltered backwards, clutching at his throat as it closed in on itself. Vicious coughs wracked themselves from his chest, his vision swimming as the poison worked itself quickly through his system. Cyan could feel his muscles becoming heavy, a faint numbness dancing across his skin. Whatever she had hit him with was shutting his body down. He fell to a knee, fighting his hardest to stay awake, but it was a losing battle. He was out before he even hit the floor.

Yang came to just in time to watch her burly companion collapse in a heap. Shock was soon replaced with rage at their half-sized opponent. Straightening to full height, she stared down the woman with burning malice. This prissy, infuriating little bitch was dancing circles around them this entire time; the whole experience was insulting. For a moment, Neo hesitated, her eerie confidence faltering under the blistering gaze of Team RRWBY's resident dragon.

With a bellow quite like the mythological creature she took after, Yang blasted forward with a shot from Ember Celica, her entire form wreathed in flame, eyes changing from a confident lilac to furious crimson. She had long known that the key to tapping into her Semblance was to take damage, which in turn she could dish back out twice as hard. That had led to a profoundly reckless style of fighting, much to her father's chagrin, in order to bring it out as quickly as possible, but it wasn't until her team had returned with a comatose Raine that she learned to temper it out thanks to Qrow's advice. During her training, she had discovered that her fiery aura was directly connected with her emotions, the subconscious activation with Cardin suddenly making more sense; battle damage only amplified it. Golden flames had always burned within her, and now she was learning to draw them out at will.

The pinkette backpedaled in alarm as her enemy barreled towards her. Gone was the smug, playful demeanor she exuded during their battle. Now she fought to survive, blocking and dodging desperately as Yang's aura burned at her simply from proximity, a blurring flurry of attacks pummeling mercilessly into her defense. Eyes widened in shock as a fist came dangerously close to her cheek, the golden and angry flames blistering her normally unblemished skin. Shock turned to pain as a spinning side kick soon found itself burying into her abdomen, sending her flying backwards into the car door. Throughout the exchange, her umbrella gained several scorch marks and smoldering holes.

A smoking boot slowly settled back down onto the floor as stray embers fell from Yang's body. She glowered at her opponent with contempt, the desire to kill dancing in her crimson eyes; it was time to end it.

The pink woman watched in terrified awe as the serpentine form of a golden dragon manifested behind her opponent, the blonde sinking low into a back-stance, her fist cocked back and vibrant with white-hot fire. It was clear to her now that she was sorely outmatched; her aura, even with the aid of her umbrella, would never be able to hold against an attack of that magnitude. Fear written plainly across her face, the woman performed a flourish with her umbrella, free hand held in front of her and jumping backwards, disappearing from view.

Yang's face broke out in confusion as her opponent seemed to vanish out of thin air. She swung her head left and right around the train car as her fire steadily faded away; no sign of her was left behind. Her rage dissipated, her irises returning to their normal lilac hue. Concern soon took over as she rushed over to Cyan's unconscious form.

"Come on big guy, wake up," she said as she dropped down to her knees to shake him. "Don't go dying on me now."

A quick check showed he was still breathing, but only barely. She hoped that the girl's poison was simply a paralysis type and not something more lethal. Worry etched into her face, she looked towards the front of the train as the echoes of battle muffled through the car.

"Come on guys, you need to hurry."

* * *

A particularly long cargo hold was all that now stood between Ruby, Raine, Weiss, Blake, and Arianna, and the engine car where Torchwick was supposedly waiting. They had reached the middle when the door on the far side suddenly banged open. The young Hunters looked on in awe as the towering form of a White Fang soldier lumbered forward to face them, a massive and menacing chainsaw buzzing in his hands, its chain specially serrated for tearing apart its victims. His sudden appearance was something out of a horror movie; the chainsaw, the full-face mask, and intricate black tattoos decorating his bare arms made for an unnerving sight.

"Keep going, I'll take care of this one," volunteered Weiss who stepped forward.

"Not alone you're not," replied Arianna.

"Stay alive, no heroics," answered Raine.

They rushed into action, with Ruby, Blake, and Raine splitting to the sides, twisting around the Lieutenant's bloodthirsty swipes, and disappearing through the door, while Arianna swung her chains forward, wrapping them around the brute's wrists as he raised his chainsaw above his head to challenge the remaining pair. He grunted in pain as the barbed tips dug into his skin, drawing deep-red blood. Arianna yelled out in exertion as she yanked Arachnae's Kiss down to her right, pulling him off balance. Weiss, picking up on the opening, cast a Glyph of Haste beneath her feet, the golden image of an accelerating clock appearing on the steel floor. She disappeared in a blur of speed, unnaturally so even for Ruby and Raine's standards. She raised her free hand mid stride, pointing towards her opponent as several more glyphs, white in color, formed around him in a dome.

She flashed out of sight, cutting deep with Myrtenaster as she ricocheted between the glyphs. Back and forth she went in a crossing motion, careful not to get caught in Arianna's chains, the strikes lifting the burly White Fang off of his feet. With each attack, a glyph disappeared until one was left. Perched upon its face, she spun upside-down with grace, sending a drilling strike into his stomach, forcibly knocking him into the floor. He gasped out in pain, the sparking of aura hinting at the damage he had taken. Capitalizing on the moment, Weiss created one more glyph upon her feet, giving her a surface to push from. She launched forward one more time, Myrtenaster poised to nail him to the floor, but the Lieutenant was able to roll backwards to safety.

As she landed, she was unprepared for a counter attack as he rushed forward with a shoulder tackle, barreling into her chest and driving the wind from her lungs. Growling out loud, he used his own brute strength to pull back against Arianna, spinning in a circle and dragging her through cargo, until finally the barbs came loose, sending her tumbling into her companion. Purple aura encased his hands as they repaired the damage, his earlier anger transforming into sadistic satisfaction.

"At last, I get to kill a Schnee," he sneered with a rumbling chuckle. "Say your prayers, Princess."

To Weiss' shock, his form became wreathed in purple energy.

"He... he has the same power as Adam..." she breathed as the oppressive presence settled over them.

"Is that bad...?" asked a panting Ari as her chains retracted back into her gauntlets.

"It's what put Raine into a coma."

"Yeah, that would be bad."

Weiss felt a profound sense of terror as he leisurely approached them.

"We can't beat him, not like this. We need to go find the others," she said as she tried in vain to control her trembling.

"We just need a plan," reasoned Ari as she swallowed the lump in her throat. "Or failing that, we'll just stall him until Yang and Cyan catch up."

"Enough talk!" bellowed the lieutenant as he charged them angrily, his chainsaw raised high.

Arianna spun on her heel as she whipped her chains with lethal accuracy. The squealing ring of metal upon metal rang out in the car as the chains lashed furiously against the toothed saw. She was relentless in her attacks, refusing to give the man any ground or rest, his advance slowed to a halt as his bulky form struggled to keep up with her far more dexterous style. A bead of sweat ran down her forehead as the sickly tendrils of miasma licked at her skin; they burned to the touch.

"Weiss, we need to immobilize him," she ground out between clenched teeth.

"How?" she asked as she regained her composure.

"Your ice dust. Get his legs first, then his arms. I'll take care of the rest."

The monkey faunus' muscles were starting to scream in protest from the constant activity. Her opponent must have noticed as well, since he was steadily gaining ground again.

"Now Weiss!"

The Heiress loaded the appropriate Dust vial and, with a pirouette, planted Myrtenaster into the floor. A sky blue glyph lit up beneath the Lieutenant's feet, his legs becoming encased with thick ice. He looked down at his feet in irritation when suddenly two more glyphs appeared both above and below his chainsaw. A second block of ice, this one even larger than the first, formed around the motor of the vicious weapon. It fell to the floor with a loud clank. Realizing the danger he was suddenly in, he let out a roar and released all of his aura at once, with waves upon waves of miasma washing over everything in the car. To the girls' astonishment, the ice started to rapidly melt away.

Weiss yelped in pain as the sickly energy hit her, the Heiress struggling to conjure a protection glyph to shield them from the coming onslaught, but its very presence seemed to eat away at her own aura. She collapsed to her knees as she felt her energy waning. Arianna, rather than shy away, charged head first through the pulsing mist. Her teeth ground together as she choked back her own gasps of pain, forcing her legs to carry her through to her target. With disgust in her eyes for this man that would bring ruin to all her species had fought so hard for, she whipped her chains forward with the intent to kill. A pair of wet thuds followed by an ear-splitting screech of pain broke through the steady hum of discharged energy. Behind his mask, the Lieutenant of Adam Taurus watched his life flash before his eyes as Arianna closed the gap at last.

She vaulted over his head with a back-flip, and as she passed, she reached forward and grasped both sides of his head. A loud crack soon followed as she fiercely twisted in mid air, breaking his neck. Like a switch, the miasma faded away as the man fell over, his body completely still. Arianna landed in a heap, rolling to a stop and gasping for air as she clutched at her wounds.

"You... you killed him..." whimpered a shocked Weiss.

"He wasn't the first, and he won't be the last," she gasped out in response.

Climbing back to her feet, Weiss hurried over, giving a wide berth to the lieutenant's body as a faint, purple smoke rolled off of the corpse. Turning back to Arianna, she gasped as she got a closer look at her wounds. The parts of her skin that were exposed sported first and second degree burns, and her clothing was singed and tattered.

"Why is it all of my friends have to be reckless?" the Heiress huffed with worry.

"Wow, we're friends now? That was quick," Arianna laughed through the pain.

"Shut up," Weiss replied flippantly as she transferred her own aura into Arianna, her wounds now healing at an accelerated rate.

Despite the situation they found themselves in, Weiss felt her expression soften.

"Blame Ruby and Raine; those two changed me for keeps..."

* * *

The final trio of Ruby, Raine, and Blake slid to a stop as the haughty form of Roman Torchwick sauntered away from the main controls of the engine car.

"Why oh why..." he began with exasperation, his cane swinging in his hands, "is it always _you_ three?"

"End of the line, Torchwick," Raine said pointedly.

"You know what Blue? You're absolutely right!"

The thief spun on his heel and raised Melodic Cudgel, firing a flare into the controls, much to the alarm of his would-be captors. A loud blast and a sudden expulsion of smoke filled the compartment, sparks flying from the now ruined console.

"Oops, I think my trigger finger slipped," came Torchwick's sarcastic remark, followed by sadistic chortling.

It was abruptly cut off as Raine sent a vicious punch into his jaw, sending the thief sprawling upon the floor.

"How many lives did you just condemn?!" the guardian bellowed as he knelt down and grasped the man by the collar.

"I dunno, ten? Twenty? A hundred? The whole kingdom? That will all depend on your dear Headmaster. Kid, I'm doing this city a favor by showing them exactly where it is I can make them hurt."

Raine roared in anger as he sent another punch into the man's face, his eyes lighting up with silver fury. It was followed by a second, then a third. Upon the fourth, Torchwick's aura weakened and his nose broke out in a steady stream of blood. The crack of the soft cartilage upon Raine's knuckles felt immensely satisfying.

"Raine, stop!" cried Ruby as she grasped his arm, preventing him from pummeling Torchwick's face into a paste.

Blake rushed over to what was left of the cabin's console, hoping against hope there was a lever for an emergency brake. Finding what was left of one that was snapped away, she turned to her friends in panic.

"The whole cab has been sabotaged!"

"What?!" answered Ruby.

"And what about you, kitty cat?" continued Torchwick, focusing on Blake as he ignored the throbbing pain in his broken nose. "What are you even doing here? I saw you at the rally; we're on the same side and you know it!"

"Ignore him Blake," Raine told her forcefully, but the thief continued his speech.

"Do you honestly believe a little bow on top is going to make people forget what you are? What you've _done_?"

"I don't need to forget anything," she shot back. "The ones who matter already know."

"He's going to be coming for you, ya know," Torchwick chided her. "Both of you. You've pissed off the wrong person, fighting on the wrong side. I'd run while you still can."

Raine lifted the man up a few inches, then slammed his head back onto the steel plates. Torchwick coughed out in pain from the impact.

"How do we stop the train?" Raine demanded, hate burning in his eyes.

"How do you think, Blue? Boom."

Torchwick waved his hands for effect, reveling in the contempt Raine was radiating.

Blake had heard enough. With a swift kick to the jaw, she sent the thief into blissful oblivion. Silence overtook them, with the only sounds being the engine and the roar of the train barreling down the tracks. Raine let go of the sack of garbage lying unconscious in front of him. Burglary he could deal with, but a terrorist attack was different. It took every fiber of his being to not end the man right here and now. It could be so simple, so quick, so easy. His Guardian's blood burned through his veins, burned for justice, for retribution. He stifled it away.

"We gotta go back, find the others, get off the train," he said bitterly.

"There's gotta be something we can do..." Ruby said desperately.

"There's nothing else we can do here, Rubes," he told her forcefully. "All we can do now is regroup with the others and brace for the impact."

"What about him?" asked Blake as she nodded to Torchwick.

Raine gave the thief one last glare.

"What _about_ him?"

* * *

A steel door clanged open loudly in the morning light settling upon Mountain Glenn as Winter emerged upon the surface once more, an unconscious Qrow slung over her shoulders. He had passed out shortly after the kids had left with Dr. Oobleck, his breathing becoming more labored by the minute. A light sheen of sweat glittered across her forehead and face; for such a skinny man, Qrow seemed surprisingly heavy, and this was without his ridiculous cleaver of a sword weighing him down. A fierce line of coughs wracked his lungs, blood splashing forth in light spatters.

"Don't you go dying on me now," she huffed as she lugged him back to camp, the journey difficult even with her aura enhanced speed. "Be a man and suck it up."

Winter's thoughts drifted to the debriefing she had received from Ironwood when she had arrived in Vale. The General had educated her extensively on the tainted miasma that they had extracted from the body of Cardin Winchester, one of Beacon's many students. It behaved much like a narcotic, lowering the brain's natural inhibitions and augmenting the body's physical abilities, though at the cost of extreme fatigue at best, neural and muscle corrosion at worst. In small doses, it could turn a common civilian into a an effective, albeit enraged fighter who could hold their own against first-year trainees. Unfortunately for Qrow's case, the sample in his bloodstream was far more potent, modified to attack as a slow-acting poison, and administered through an injection site in the left side of his neck, just above the collar bone. She had censored herself earlier just for Ruby's sake. It wasn't just suppressing his aura, but eating it away; the poison was literally attacking his life force.

Winter shuddered, an uncharacteristic expression of worry on her face. What kind of monster would develop a weapon so cruel and destructive? How did they even manage to do it? She winced as she remembered Ironwood's answers to these exact questions; it had originated from Atlas tech back during the Great War, designed to be used as a gas to flush out enemy combatants from their entrenchments. The very thought made her sick.

Her musings were broken when the sound of barking voices, groaning engines, gunfire, and screams of Grimm shattered the wasteland's silence. Ducking quickly into a building, she crouched low and laid Qrow flat on the ground, keeping as much of them out of sight as possible. Peeking through a break in the debris, she gazed upon the sight of a lumbering convoy of White Fang, the soldiers occasionally taking shots off at any stray Grimm that dared to approach them. Standing in the bed of a truck towards the center of the line was Adam Taurus, stoic and silent. His face, or at least the portion visible below the mask, was set in a frown.

Winter felt her sword arm twitch; the most wanted man in Atlas stood mere meters away from her, yet she forced down any feelings of recklessness. She had been there when it happened, part of the retrieval team sent to rescue the Schnee Company captives. She had failed that day, the only failure in her short yet prestigious career. She remembered how he gloated to the camera, sneered at her and her team as they were blasted back by a purple shockwave, the images of the five executives laying face-down in a pool of their own blood. Within moments of her intrusion and following a brief few words from the bull faunus, the murderers had disappeared through a crimson portal that ripped through dimensions, defying all established laws of physics in mere seconds. Her father, and by extension the Atlesian council, were furious that night; only her immaculate record and General Ironwood's good word had saved her and her men from the brig.

Suppressing unwelcome memories, the Specialist waited patiently until the rumbling of vehicles disappeared into the gloom of early dawn; then and only then did she dare to emerge from their hiding spot. Hefting Qrow upon her shoulders once more, Winter moved as quickly as possible as she retreated down the final stretch to their base camp. The climb to the roof was difficult, but thankfully uneventful. She set her elder colleague upon the concrete as she retrieved her scroll. The shimmering form of General Ironwood came into view a moment later.

" _Report, Specialist,"_ came his grainy address, the man already dressed in his uniform and seated at a personal console.

"Sir, we have located and retrieved Qrow Branwen from White Fang captivity, but his condition is critical and requires immediate medical evacuation," she explained. "He has been exposed to a lethal dosage of the miasma we extracted from Cardin Winchester. It's... it's eating away at his aura."

Ironwood's visage was silent as he typed in a few commands at his computer. He had feared this was the case, and had already prepared a bullhead in advance.

" _Done; their ETA is fifteen minutes. Where is the rest of your team?"_

"Sir, we are under Threat-Con Alpha; Vale is under imminent attack by a White Fang strike force. Doctor Oobleck has taken our teams to disable a train that is heavily laden with explosi-"

Winter Schnee's blood went as cold as her namesake when a distant but heavy explosion rang out across the valley. Ironwood had turned as well, facing out a window unseen in the projection.

"Gods..." she whispered as she turned to face Vale, a plume of smoke rising in the distance as the blaring of emergency sirens shattered the morning silence.

Ironwood had then decided to stand at his full height, crossing his arms as a frown marred his face.

" _Specialist, your orders have changed; you will be boarding a second bullhead and will fall back to defend the city. Once you have made landfall, you will regroup with your squad and aid with stemming the White Fang's advance."_

Winter hesitated a moment before addressing her superior officer.

"You are certain they will be combat ready despite the explosion?"

" _Without a doubt. Guardians fight to the bitter end."_

* * *

 **A/N: As I have said, this was by far the most difficult chapter to date that I have had to write. As you can see, Raine is also feeling a dip into the darker side of his heritage. I drew inspiration for that scene from interactions between Batman and the Joker, and felt that it could fit here. Granted, I'm well aware that Josh Grelle's performance as Tyrian Callows is far more Joker-esque than Torchwick ever was or will be, but I wasn't passing up the opportunity after slugging through this update.**

 **ALSO: the poll is now live, so head on over to my profile to cast your votes! I selected the options by popularity in the reviews, as well potential story/humor material. Don't worry if the name you wanted doesn't get selected, as I can still use them for co'op attacks later on in the story.**

 **Hope you guys enjoyed this installment of WWSE. Muse is back to work, so the next one shouldn't take as long. Thank you all for your patience and continued support!**


	27. Breach

**A/N: Hey, another really long chapter is now out. Also the Poll is now CLOSED, and Crimson Storm is now official. 2nd place goes to Storm of Roses, so that will also get worked into the story, and Storm Flower didn't get much attention which I expected. Poor Silver Speedsters however was left at zilch, which I found quite amusing. Thank you all who voted; the people have spoken! Achievement Unlocked: Ship caught in a Crimson Storm.**

 **Disclaimer: RWBY does not belong to me. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

Sweat poured down Jaune's face as he stared down his opponent, his breath coming out in puffs of warm steam in the cool, early morning air. The sun hadn't even come up yet, and already, not even an hour into their session, his arms trembled with the numbness of fatigue. On an almost daily basis, he and Pyrrha would wake up long before the rest of the school even stirred, don their full equipment, and head out to the roof of the dormitory building for drill upon drill of stances, strikes, parries, and the like, followed by quick-paced sparring. It was during times like these that he seriously considered ditching his hoodie; beneath his armor, his body felt like a furnace. He had asked before about dressing down to much lighter workout attire, but Pyrrha wouldn't allow it. She reasoned practicing in their armor was vital for conditioning, adding that he wouldn't be fighting Grimm in his basketball shorts. Not that he complained for long; he loved their training sessions together.

Ahead of him stood Pyrrha, crouched low with Miló and Akoúo̱ raised in a phalanx guard, her face expectant of his coming attack. She watched him carefully as they circled each other, curious as to how he would continue his assault. Jaune had developed a bad habit of opening with the exact same attack for every engagement, making him easy to predict. Hopefully he would start to pick up on his mistakes without her having to step in, but she was ready to do so if need be. She tensed as he began to move.

Shield raised to protect his face, Jaune yelled out and struck, Crocea Mors raised high above his head for a vertical chop. Inwardly, she felt a twinge of disappointment, her body moving to intercept. To her surprise, he didn't follow through with the highly telegraphed move, instead stepping forward at the last second to bash his shield into hers. The change in attack caught her off guard, if only slightly, and forced her to back-pedal with the blow to keep her balance. He spun on his heel with a follow up, swinging with a backslash to her legs, which she promptly stopped with Akoúo̱. Rebounding from the block, he spun in the opposite direction, jumping high and raising his blade in the same telegraph as his original opening, only this time he had gravity on his side to enhance the blow. He fell with a mighty crash upon her shield, the ringing of steel echoing loudly across courtyard down below. Pyrrha winced slightly under the pressure, noting a small shockwave blasting between them; simply starting his physical conditioning had done wonders for his strength. It made her eager to watch him grow.

They fell into a dance of exchanging blades, not unlike their dance together at the Prom. When she thought about it, she realized that combat and ballroom dancing weren't so different in their fundamentals; two individuals, moving in tandem with each other, though the worst one would suffer on the dance floor would be a twisted ankle or swollen foot. A pattern of attack, receive, and attack-again fell between them, until Jaune stumbled backwards from a solid strike against his shield, gasping heavily for air. She smiled as she slid Miló and Akoúo̱ away onto her back.

"Very good, Jaune. Your reflexes are getting quicker, and you're starting to use our forms as second nature, though you did concern me when your old habits started showing again," she told him with praise.

"Yeah..." he agreed between breaths, a tired grin on his face. "I noticed it too, and wanted to change it up a bit. Can't get too predictable, ya know?"

She giggled and led him to the wall for rest. He collapsed against it and slid down with a heavy gasp, a slight clattering ringing out as he set his gear down. She sat with him, close enough for contact, and handed him a bottle of water from which he drank greedily. She simply watched him for a few moments. It was during times like these he seemed happiest and most confident, regardless of his fatigue. Never before had she met someone who wanted so desperately to improve; it warmed her heart that she could help him become such a fine Huntsman.

" _Her Huntsman,"_ corrected a little voice in the back of her head, to which she colored a warm red in the face.

That red only deepened when his free hand dropped to grasp her own, his rough, calloused fingers intertwining with hers. She wondered briefly if this was how Ruby felt around Raine, her thoughts wandering as she sipped leisurely at her own water.

They sat like that in comfortable silence, relaxing as they watched the very first rays of light begin to peek over the horizon, his breathing steadily returning to normal. Squeezing his hand lightly, she snuggled closer and rested her head on his shoulder, breathing in deeply, relishing his scent and touch. Even a warrior such as her was still a young girl at heart.

"Pyrrha?" she heard him ask.

"Hmm?" she replied tiredly, her eyes beginning to droop.

"Why me?"

The question surprised her.

"What do you mean?"

"I mean... you could have anybody. Why pick me?"

She smiled and relaxed, leaning back into him.

"Because you didn't even know my name."

"Huh?"

It was his turn to be surprised.

She sighed and sat up, but still kept her hand grasping his.

"Growing up in the spotlight made my childhood... difficult. Even at a young age, I had showed promise as a fighter; I've carried a sword for almost as long as I could walk. It didn't take long for my teachers and peers to put me on a pedestal, especially after I had unlocked my Semblance. When people elevate you to a level like that, it becomes impossible for you to make any meaningful connections with anyone. People are too afraid to approach you, thinking they'll never be good enough for you, or that you would think you're too good for them. I was just a lonely little girl whose only friend was the training field."

She frowned as she thought back to those days.

"What about your family?" Jaune asked.

She gave him a sad smile.

"I was an only child. My mother seemed to care more about my popularity than the actual me, and my father..."

She trailed off, remembering how much she missed him.

"My father is a Huntsman. He was away from home more often than I would have liked, but he was the one who helped me learn to fight in the first place, spending every minute with me as he could. I can still remember how happy he was when I had won my first tournament. Those happy moments wouldn't last though; his work took him all over Remnant. It's what happens when you're a contract bodyguard with the Schnee Dust Company."

"Do you still talk to them?"

"My dad more often than my mom, honestly. She got pretty suffocating after I did the promo for Pumpkin Pete's. Most of the time, the only way for me to talk to my father was through letters. Most villages in between the Kingdoms didn't have scroll service. It became easier to keep in touch when I got my first scroll and came to Vale, but we still can't really talk for any longer than minutes at a time unless he's in a city."

Jaune gave her a sympathetic smile.

"I guess that would be pretty rough, huh."

She shrugged.

"It got easier to deal with as I grew older. What I'm trying to say is... Jaune... when we met, you had no idea who I was. You didn't even recognize my face until someone else pointed it out to you. I felt like a normal teenage girl that morning in the locker room before Initiation. Even your..." she stifled a laugh, "abysmal attempts at courtship were refreshing."

He looked away in embarrassment as the memory came crashing back to him.

"I wasn't _that_ bad. My dad always told me that girls like confidence."

"Well, _you_ Jaune Arc certainly layered it on thick," she replied as she teased him. "You were my first, real friend... and..."

"And...?" Jaune repeated as he met her gaze.

Ocean blue met rich emerald, neither of them finishing their thoughts since they didn't know what to say next. Instead, Jaune seized the initiative, taking a bold first step as he started to lean in. Pyrrha felt her pulse quickening, completely unrelated to the adrenaline she knew during combat. This was... new, foreign, but not unpleasant. Her eyes darted back and forth between his eyes and lips, her breath unsteady as she felt his own come out in similar, quivering gasps. Her eyes fluttered closed when their lips finally met.

Jaune did his best to play it cool, but he was steadily losing it. He was kissing Pyrrha Nikos. His first kiss. Was happening. With Pyrrha Nikos. And she was kissing him back. He refused to chicken out again like he did at Prom. His water bottle sat forgotten on the floor as his hand lifted to cup her cheek. She responded in kind, leaning forward and deepening the kiss. Tentatively, his tongue snaked out and traced along tender flesh as if asking permission for entrance. She gasped in surprise, giving Jaune the message to proceed. Like their countless duels with sword and shield, so too did their tongues duel, forcefully and wildly just like on the battlefield. Only with the screaming of their lungs did they finally break it off for air.

"That... that was..." she panted heavily.

"Yeah..." was all he could muster in response.

Feel, don't think; that was how a warrior handled things, right? They moved in again for a second round, but stopped when Jaune's scroll started ringing. He groaned at the timing.

"Can I just ignore it?" he whined, causing her to laugh.

"You probably shouldn't; it could be important."

He let out another moan and relented, initially glaring at the screen as he picked it up. His expression immediately changed when he saw who's face it was.

"Hey Ruby, what's up?" he asked as he answered the call, getting an odd look from Pyrrha.

"Ruby? Can you hear me?" he said, louder this time as he got only static on the other end.

He set the scroll down when the line disconnected.

"What was that all about?" asked Pyrrha.

"I don't know. There was just a lot of static," Jaune answered as he shook his head.

"Aren't Team RWBY and Team ARC on a joint mission right now?"

"Yeah. It just seems odd she would call me this early in the morning from the field."

He shook his head and stood back up, grabbing Crocea Mors as he went.

"Sun's coming up soon. We should head back and get cleaned up, then wake Ren and Nora," he said as he turned to her with a smile. "After all, we got our own mission today too."

He held a hand out to her to help her up, which she gracefully took.

They made their way back to their room in companionable silence, the halls still devoid of any activity, at least for the most part. They could hear Nora's tell-tale voice from around the coming corner. Looks like their other two companions were already awake.

"I'm just saying, who knows how long we'll be gone; I wanna get my pancake fill in before we leave!"

"It's barely six in the morning," groaned a tired Ren. "The cafeteria isn't even open yet."

"Which means we'll be the first ones in line! It's perfect! Oh, _there_ you two are!" Nora exclaimed happily as they almost bumped into each other.

The inseparable duo were already dressed and battle ready, their own packs slung over their shoulders.

"Hey guys!" Jaune greeted them. "You ready for the big day?"

"Oh yeah," agreed Nora as she started pumping her fists like a boxer. "Those Grimm will never know what hit em!"

Ren shook his head and chuckled.

"She's been like this all morning, practically dragged me out of bed and going on about how we were going to miss Flapjack Friday."

"Breakfast is best-fast!" the hammer maiden cheered as she thrust both arms up towards the sky.

Pyrrha brought a hand to her mouth to try and stifle a snicker.

"Don't let us hold you up then. Go feed our hammer maiden; we still need to get cleaned up," she told him.

"Oh, and by the way? I think we used up all the hot water," continued Nora as she skipped past them. "Which means you two might need to _share_."

"Wait what?!" asked a shocked Jaune.

Pyrrha couldn't respond, her face glowing as red as her hair.

"Nora!" scolded Ren, but she wasn't paying attention.

He sighed, and gave Pyrrha and Jaune a sympathetic smile.

"Sorry about that," he told them, and rushed off to catch up with the Pink Valkyrie.

The two warriors watched with astonishment as their friends disappeared down the hall, their minds struggling to process what had just happened.

"I think Yang is rubbing off on her," Jaune finally said to break the silence.

Pyrrha could only nod in response, but still forced herself to look at him.

"I guess this must be how Ruby and Raine feel, huh?"

"Yeah... so... you want to go first or should I? Or maybe we should actually take up Nora on that idea?"

The question threw her for a loop. With a furious blush, she smacked him across the face and stomped away, slamming the door to their room shut before he could say anything.

"What did I say?" he groaned, his fingers gingerly touching the hand-print on his cheek.

About an hour later found Team JNPR on their way to a waiting Bullhead on the landing platform. Granted, Jaune and Pyrrha barely said two words to each other besides the usual pleasantries, the image of a mutual shower still vivid in their minds. Nora didn't continue in her teasing, for which they were very thankful. With the mood finally settled, Jaune made sure to tell Ren and Nora about the call Ruby had sent to him earlier that morning.

"Probably a butt-dial," Nora suggested as she skipped happily.

"I'm sure they're fine; Team RRWBY has always held an exceptional record for field assignments, and Raine has his old team to fall back on as well. We should be focusing on our own mission," Ren reasoned reassuringly.

"We're gonna be deputies!" Nora cheered.

"I know," Jaune agreed. "I just... got a bad feeling about this."

"Jaune, it'll be ok," Pyrrha told him as she put a hand on his shoulder. "They can handle anything that gets thrown at them."

The sudden cry of the evacuation siren rang out from the city. Team JNPR looked out upon the City of Vale in shock as a large plum of smoke rose steadily from the commercial district. A second siren soon followed, this time from the Academy, which forced the teens to cover their ears. Jaune narrowed his eyes; he knew there was a reason Ruby called earlier.

"We're changing our mission," he said.

"Jaune?" Pyrrha asked him quizzically.

"I knew something didn't feel right. Everyone get on board; we're going into the city."

They quickly made their way over to the bullhead, Jaune briefly pulling Ren aside before they left.

"Ren, I promise you we'll make it out to that village some other time," he told him with sympathy.

Ren nodded in understanding and loaded up, Jaune climbing in after him and banging on the cockpit hatch.

"Take us into the downtown area!"

* * *

An annoying ringing filled her ears, her body covered from head to toe in dust and some concrete debris. Ruby lay in a heap on her side, the rubble sliding off of her form as she forced herself back to her feet. A haze of dirt and smoke hung in the air, obscuring her vision and making it difficult to breathe. A few coughs wracked their way from her throat, but she otherwise felt fine. Her mind raced with what had happened, her worry for her friends coming to the forefront of her thoughts. Weiss and Arianna had caught up to them not long after they had knocked out Torchwick. Yang had come too, an unconscious Cyan slung over her shoulders. She remembered Raine's look when he saw the condition of his team; it was of fear. Only Blake's yelling drew their attention to the fast approaching end of the tunnel. Acting quickly, Weiss had shielded them in a large cocoon of ice to take the brunt of the impact. Even that had knocked her out.

Ruby's eyes started clearing as she blinked away the drowsiness, the ringing in her ears replaced with the screeching of an emergency alarm echoing down the streets of Vale. She looked around at the destruction surrounding her, what was left of the train twisted and scattered across the plaza they had crashed into. To her relief, her friends were stirring as well; first Yang, then Blake. Weiss had propped herself up against a large slab of concrete but was otherwise fine. She heard a clanging coming from an overturned car, a smile coming to her face as Dr. Oobleck threw the door open, his state a little worse for wear. That meant his furry companion wasn't far behind. Sure enough, Zwei had come with him, the pup jumping out and running over to her. Cyan was still passed out next to Yang, motionless but otherwise still breathing. That only left Arianna and Raine. Panic started to set in when she caught sight of a black cloak covered in rubble.

"Raine...?" she whispered, her eyes welling up with tears.

" _Not again, this can't be happening again,"_ she repeated in her head as she rushed over.

Furiously she dug, her fingers curling around a large slab and pulling with all of her might. Steadily it came loose, surrounding pieces tumbling from the pile. Ruby grit her teeth as she struggled, completely ignoring her sister calling out to her, Zwei's whining, or the growing crowd of onlookers. All that mattered to the young guardian was getting Raine out of there. At long last, it finally slid free, relief flooding through her as she heard his sharp intake of breath.

Raine was curled protectively around Arianna, having wrapped the monkey girl in his arms, a light film of blue surrounding her body. Ruby barely caught sight of his sapphire, at first glowing with blue light, suddenly go out; he used his own aura to protect her at the expense of his own safety.

"Are you two ok?" Ruby asked worriedly as she reached down to pull them free.

"We'll live," groaned Arianna, accepting Ruby's help as Raine let go of her.

"I'll be feeling that one in the morning," he grunted, rolling to lay back and give his lungs some much needed room to expand.

He struggled to push himself to his feet, only to fall backwards with a gasp of pain. He looked down at his left arm to find it battered and torn, a steady stream of blood coming from the lacerations. Gritting his teeth, he pulled some energy from his deeper reserves, and forced the injury to heal. Aura accelerated healing always struck him as odd; the feeling of his flesh knitting itself back together left a strange, itching sensation upon the new tissue. He let out a breath as Ruby wrapped him in a hug.

"I thought I lost you again..." she said quietly, to which he returned the gesture with his good arm.

"Rubes, I'll be ok," he murmured to her, "but I need you to stay focused."

She sniffled and wiped her eyes dry.

"Right," she answered with a nod.

She helped him to his feet, allowing him to assess their situation. Cyan was down, and from what he felt, Arianna's aura was almost completely depleted as well, having to work overtime to mend her own wounds. From what he could tell, the rubble had collapsed the tunnel, but a faint rumbling that steadily grew told him that the Grimm would be breaking through soon. He lifted his hand to his forehead to quell the ringing.

"Arianna," he finally said. "Take Cyan, get him somewhere safe, then regroup with us. Ruby, you take Yang and Blake, get the civilians clear of the plaza. Weiss and I will contain the Grimm long enough for you guys to get back with reinforcements."

"By yourselves?" asked an incredulous Arianna.

"All we need to do is keep that tunnel blocked off. If we can hold it long eno-"

He didn't get to finish as a massive bang came from the rubble; it was already moving. Raine narrowed his eyes and frowned.

"Go, now!" he yelled at the two girls, prompting them into action.

Ruby and Arianna both peeled off to Yang, Blake, and Cyan, while Raine moved towards Weiss. The Heiress must have had the same thoughts he did, because she was already using her glyphs to conjure ice over the ever-weakening cave in. Sweat beaded on her forehead, her teeth gritting together under the immense strain, and it was only growing. She barely noticed Raine join her.

"It's... it's too much," she managed to say. "There's way too many, I can't hold them back on my own!"

"You're not on your own," he reminded her as he placed a hand on her shoulder.

She suddenly felt his aura rush into her, as if a massive weight had been taken off of her shoulders. Aura transfer had been nothing new to her, but this time she was on the receiving end. To be sharing in a piece of somebody's soul sent an unnatural feeling through her, as if her body suddenly wasn't her own. Emboldened by the sudden boost in power, she threw every last ounce of strength she had into the glyph. She watched in awe as her ice suddenly surged with power, quickly encasing the crash site just in time as the first of many Grimm had poked their heads through. The snarling form of a Beowulf clawed ravenously at the ice, and many more sets of red eyes were eagerly trying to join in.

Raine took a quick glance around the plaza, relieved that the citizens weren't resisting being herded away. He supposed Dr. Oobleck had a hand in their compliance, considering he was one of the kingdom's more renowned Huntsmen. Several police officers had also arrived, helping his team with the evacuation; they were almost out of the woods. All they needed now was for Professor Goodwitch to arrive and seal the breach, but the screech of an approaching Nevermore knocked that plan several steps back.

He looked towards the sky to find not one, but three of the winged terrors closing in on them. Swearing under his breath, he forced a hard-light shield to envelope both himself and Weiss as a volley of fatal feathers rained down on their position. The feathers bounced harmlessly off of the domed surface of the shield, but their impacts left worrying cracks in its form. Raine gasped for air as he felt the full force of the assault bear down upon him. Weiss had been effected as well by the lapse of aura flow coming from her teammate , the sudden loss taking her by surprise and undermining her concentration; a similarly sized crack appeared in her ice, and this time it was the serpentine form of a King Taijitu bashing its way through.

A quick fireball from Dr. Oobleck sent the Nevermores scattering, but the damage had already been done. Raine collapsed to his knees as fatigue overwhelmed him, arms weak and trembling as he drew shuddering gasps. The sudden loss of power flowing from her teammate took Weiss by surprise. As she struggled to draw out more of her own strength to keep the barrier of ice stable, the King Taijitu redoubled its efforts to break through.

"It's too much!" she yelled over the strain. "I can't hold it anymore!"

Her energy expended, Weiss fell backwards onto the ground, Myrtenaster falling loose from her grip and clattering next to her. Like the shattering of glass, countless pieces of ice erupted from the ground, showering upon them as the massive form of the King Taijitu loomed above. The floodgates had been opened as countless numbers of smaller Grimm rushed into the plaza.

"You have got to be kidding me," muttered Raine as he drew Tempest, eyeing the monstrous serpent carefully.

It lunged, striking for Weiss first, the girl too exhausted and terrified to move, eyes wide as death came for her. Tempest clutched in both hands, Raine knocked her into the clear just in time as he intercepted the Grimm. He swung mightily, burying his blade into the webbing of the King Taijitu's jaws, the counter-force stopping it in its tracks. A squeal of pain erupted from its throat, but he ignored it. Ripping free with a swing that sent black blood scattering, he yelled as he raised Tempest up high, swinging down and severing the snake's head in one, clean slice. The body thrashed aimlessly from the sudden wound, and soon falling still as a death rattle emerged from within. He paused for a moment for the second, waiting for the lunge. It too came without warning, a fang catching him on his cloak as he spun on his heel. He repeated with the same attack, bringing Tempest down in a heavy chop and taking a second head.

Raine wiped a few drops of blood from his face with the back of his hand, turning as he checked up on Weiss.

"Are you ok?" he asked her as he held out a free hand to her.

She nodded dumbly, still shocked by the sudden brush with death. Eyes wide and body still trembling, she slowly looked up to meet his gaze.

"I... I almost died," she squeaked out as she reached for his hand.

Raine held her steady as he pulled her to her feet.

"But you didn't. Stay focused, Princess. We're not out of the woods yet," he said to reassure her.

Composing herself, Weiss reached down and grabbed her rapier, thankful for the familiar steel to be back in her grasp. The snarl of a creep brought her attention back to the battlefield, its maw opened wide as it leaped for her; her training kicked back in. Spinning on her toes to meet it, she thrust forward, impaling it through the back of its throat. It struggled, feebly grasping at the steel with its claws as the life died from its eyes. Weiss grimaced as she swung its corpse free. She didn't think she would ever get used to these things. As a pack of Beowolves bore down upon her, she conjured a glyph beneath her feet, spinning in a pirouette as the form of a massive greatsword made of ice came into view above her head. It swung with her, wiping out the pack in its entirety.

The squeals of a small swarm of Creeps forced the Heiress to spin to meet them, but Blake was already there covering her. The cat girl crouched low as she effortlessly gunned them down with Gambol Shroud's pistol, lashing out with a follow up throw and burying the kama blade into the skull of a stray Beowolf. A yank on the ribbon brought it back, spinning into her grasp.

"Need a hand?" she asked the Heiress with a smile.

"Not really, but I won't say no to some help," Weiss answered with a smile of her own.

Together, Schnee and Faunus charged ahead into the ever present crowd of Grimm.

From atop a nearby building, Arianna cycled another round into her rifle's chamber, the unconscious form of Cyan resting behind her. Sighting in on a few charging creeps, three more shots rang out, each of them hitting their mark. She covered the escape of several civilians that the others had missed, giving them time to get to safety; the Grimm were none the wiser to her position. Sniper support was the best she could do at this point, the burns she suffered from the Lieutenant still healing from her aura. She needed to thank Raine for saving her life a second time when they got out of this.

Yang was eager to get back into the action now that the civvies were out of the way. Blasting away with Ember Celica, she dropped Beowolves left and right, the explosions ringing out through the streets. The noise drew the gazes of other Grimm onto her, and as they swarmed her position, she jumped feet first into the fray, heavily caving in the head of an Ursa on the way down. Fists lashed out with reckless abandon, her knuckles alight with fire as every strike connected. Ducking and weaving under the swipe of another Ursa, she grinned as she stepped forward. A flurry of punches pushed it backwards, the blonde finishing the combo with a back-flip kick into its jaw. As she turned with her landing, she grabbed a creep by the throat and slammed it into the ground. The force sent a spider web of cracks throughout the asphalt. Picking it back up, she sent a powerful side kick into its body, sending it barreling through another group of Grimm. Now given some room to breathe, she popped the spent shells from her gauntlets, a secondary click telling her she loaded her last belt.

"Twenty four rounds left, huh?" she said to herself as the pack resumed its charge at her, a smirk forming on her face. "Too bad for them."

She crouched low, ready to blast back into the fray, when a distant explosion and laughter drew her attention over her shoulder. She smiled wide when she saw the form of Nora Valkyrie riding in on her trusty hammer Magnhild.

"Aaaand smash!" she yelled as she slammed the head into the ground.

Shallow fissures glowing with pink energy erupted from the impact site, a shockwave knocking all the Grimm off of their feet. The hammer maiden smiled and jumped backwards, holding the massive weapon aloft as her team joined her. While Ren and Jaune simply ran up, Pyrrha decided to make an entrance, landing with a heavy knee and bracing against the impact with her shield.

"Let's go!" she announced before Jaune could get a word in, much to his chagrin.

Pyrrha led the charge, throwing Akoúo̱ like a disc and striking multiple Beowolves down. She jumped and spun in a corkscrew as it neatly slid back onto her arm, lashing out with Miló in its sword form as she landed. Nora followed her, smacking a Creep with her hammer like a golf club and sending it into the sky, while Ren brought up her flank, jumping off another Creep and kicking a Beowolf in the chest. He finished off the stunned Grimm with a volley of rounds from Storm Flower, then twisted into a series of slashes at a third. Jaune steadily brought up the rear, still reeling with only his second serious encounter with Grimm.

"Ok, who wants to go first?" he announced, pausing when a heavy weight dropped in behind him.

Jaune turned to come face to face with a massive Ursa, the demonic ursine Grimm reared back on its hind legs. It fell forward with a heavy crash, bellowing viciously into Jaune's face. He squinted his eyes against the heat and spittle, stumbling backwards from the sheer force of the roar. The hapless knight was close enough to make out every detail of the Grimm's jagged, yellow, multi-inch long teeth.

"Ohohohokay... you're first huh?" he chuckled nervously as he steadily backed away, the Ursa keeping an even pace on its hind legs with him. "No no, that's fine, this is totally fine..."

He fell into a self-directed pep talk to compose himself, glancing to the side in self-conscious worry as he watched Blake, Weiss, Yang and Raine all make short work of their Grimm.

"Ok no big deal..." he muttered. "Done this before, definitely done this before..."

He bellowed out like a madman, swinging wildly as soon as the Ursa came within range. He didn't pause in his assault, yelling the entire time as he made cut after cut into the Grimm's hide until finally, when he heard it grow silent, did he stop. He kept his shield raised defensively and sword held aloft, ready to make another swipe if needed, his face impassive. With a groan, the Ursa fell backwards, its body already clearing apart into smoke. The display made Pyrrha, who watched the entire exchange, smile with pride.

* * *

Raine was in the middle of gunning down a number of creeps with Hurricane when Ruby came trotting up to him.

"We got as many of the civilians out as we could," she told him as she quickly bisected an approaching Beowolf.

"Good," he answered her as he expended and stowed away the spent magazine. "With any luck, the rest of the Hunters should be arriving soon."

He turned to engage a Beowulf when the twin forms of Sun and Neptune suddenly dropped down from an adjacent building, the latter pinning the beast to the ground with his electrified trident.

"Nobody move! Junior detectives on scene!" announced Sun with his usual bravado and charming smile, his hand holding out a badge bearing Vale PD's insignia.

"We have badges, so you know it's official!" added Neptune with equal confidence, his free hand holding a badge of his own.

Raine gave a deadpan expression at the display, while Ruby just laughed as the two dork detectives shared a fist bump. Their entrance was overshadowed however as the massive fleet of the Atlesian Navy rumbled into range. Sun and Neptune's mouths hung open in awe, the former even dropping his badge from his limp hand as the fire power of the Northern Kingdom swooped in to stem the tide of Grimm.

Ruby barely noticed an Ursa leap to attack her from behind until the twin guns of a dropship spun up and gunned it down. She ducked out of reflex, relaxing when she saw the Grimm's rapidly decomposing form behind her. She gave the pilot of salute of appreciation, not caring whether or not they could see her.

The rear hatches of the drop ships opened up, revealing the polished forms of the AK-200s, each craft carrying two squads. The android soldiers stepped forward, dropping in free-fall into the city; they hit the ground with heavy crashes, but seemed completely fine. Immediately the mechs opened fire with their rifles, and while the smaller, faster Grimm like Boarbatusks and Creeps were able to fight back, the larger Beowolves and Ursai were quickly gunned down under the new onslaught. Within minutes, the android strike force had mopped up the scattered stragglers and was pushing them back towards the plaza.

Cinder, dressed in her huntress clothes, Mercury, and Emerald watched the exchange from atop a nearby building, the steel-colored member in particular doing nothing to hide the disdainful look on his face.

"I don't get it, we're going to end up killing them anyway," he complained. "Not that I don't like a good fight, but remind me again why we came out here to help?"

"Because we're supposed to be making friends, not enemies?" supplied Emerald with a sarcastic remark.

"Trust is vital for our plan to move smoothly. What do you think that would say to the others if we stood back while Grimm attacked the city?" asked Cinder, though her tone left no invitation for a retort. "Both of you, clean up this mess."

"Yes your highness," sighed Mercury as he and Emerald jumped into the fray.

Mercury landed first, crushing a Creep beneath his feet. He sprinted ahead, sending a flying side kick into a charging Ursa; the force of the blow caved its chest in. Behind him came Emerald, leisurely strutting forward as she approached a mixed pack of Grimm. Grabbing the revolvers clipped to her belt at the small of her back, she gave them a spin and opened fire, easily gunning down the charging Grimm. The massive form of an armored Ursa held strong against the volley of gunfire, forcing Emerald to vault backwards to safety as it swiped angrily at her.

With a flick of her wrists, the hidden hand scythes stowed away in bodies of the revolvers extended to their full length. She spun gracefully around the Ursa, her smaller, lithe form easily outmaneuvering the hulking mass of her opponent, but it persisted in its attack. Pulling a switch in the grips of her revolver-scythes, Emerald swung once more, but this time the blades extended in a whip-like motion, unreeling from a spool of chain hidden within. She sliced several more times then, to finish it off, flipped in a spinning motion over the Ursa's head, and carving it to ribbons.

She looked up into the sky as two more bullheads came screaming into view. The first one carried a passenger she recognized as the Specialist that the General had brought out by request, the elite soldier joining the prissy Schnee Heiress, while the second was another Hunter team being led by Professor Port. She wasn't a fan of the blaring, rock music that particular ship was blasting though.

With him came Team CFVY, a second year team led by the fabulous fashionista Coco Adel. A teenage girl with fair skin, she sports short dark-brown hair, and dark-brown eyes. She has wavy locks on one side of her face, dyed with a gradient that starts in dark brown and transitions to caramel. Her clothes consist of a long, cocoa-colored shirt with a dark brown waist cincher. She wears long, dark brown trousers with ribbons on the left side and a brown belt with bullets. Above it, she wears another cocoa-colored belt of bullets with a gold crosshairs buckle.

What appears to be a drape of black skirt hangs on her right side. She wears a pair of dark brown, high-heeled leather boots with buckles. Coco also dons a number of accessories, such a bracelet with black roses as decoration; these are accompanied by black gloves and necklaces. Perched atop her head is a dark brown beret reminiscent to her namesake, and a pair of black, aviator sunglasses sit upon her face. Slung over her shoulder is a black, shoulder bag with golden studs, and held by a bandolier for a strap. Confident, self-assured, and with the firepower to match, she was the very first off of the bullhead, her team close behind.

Ruby smiled when she saw her seniors join them in the plaza. Velvet she could pick out easily, the bunny girl the last to disembark from the bullhead, and Coco had personally thanked her for coming to Velvet's defense against Cardin, but the two men she never really talked to. One of them, taking his place at the center of the team, was named Yatsuhashi. A towering young man, even taller than Professor Oobleck, the chivalrous swordsman was clad in green and brown robes, reminiscent of ancient warriors long before the rise of technology they were used to today. He had dark olive skin and a shaved-short head of black hair, and armored with a 5-layered sode, or shoulder piece, and a pair of gauntlets, all of which were the same shade of green as his robes. Strapped upon his back was a massive greatsword, almost as long as he was tall, dirty bronze in color with a hooked tip.

His eyes narrowed as he was quickly surrounded by a group of Grimm. With slow, deliberate movements, he pulled the mighty blade free and held it casually to his right side. Patiently waiting for the right moment, he stood at the ready, to the point of almost feeling their breath on his neck. In a sudden, flourishing movement, he slammed the sword into the ground like a hammer, the plaza beneath his feat splintering and blasting apart from the shockwave, the force of which being so great it blew all the nearby Grimm backwards with bone-crushing speed.

Rushing in from behind him was the second male of the team, Fox Alistair. A dark skinned young man with copper hair, Fox wore a muted orange zipper vest with black lining and high collar, tucked into black long pants. Intricate scars cover his arms, denoting years of training and battle, and a single vertical scar juts across his lips. The enigmatic Huntsman had a quiet reputation, a stark contrast to his socialite leader, and his eyes lacked irises, instead being a pure white in color, and his pupils could barely be seen. What set him apart from many of his peers was that he was indeed blind, but the boy-turned-warrior took that handicap and used it to hone all of his other senses to a razor's edge. Mounted on his wrists were bladed gauntlets in a similar color scheme as his outfit, with the blades being as long as his arms and a clear homage to those of a praying mantis.

He rushed forward with Velvet, the two of them delivering a tag combo on a pair of Beowolves, finishing with aura enhanced kicks. Pausing to pick his next target, he settled on a charging Ursa Major, and engaged it with back-flipping kick that sent it skyward. He intercepted when it returned to ground level, its hind legs skidding across the ruined concrete as he bore through with a rapid series of slashes. An uppercut sent it flipping once more, and with an aura enhanced punch to the skull, turned the ursine Grimm into a spike-loaded balloon. It crumpled backwards into a crowd of beowolves, the bone, spear-like protrusions in its back turning the rest into pincushions as the body popped. He didn't need to move much, simply tilting his own head to the side as a spike flew past.

Coco strut forward like a runway model, knocking a mess of spikes away with her purse, while Yatsuhashi shielded Velvet with his sword.

"Nice hustle, Fox. Good job," she complimented as she gave him a light smack on the rear.

She approached an Alpha Beowolf, the Grimm roaring down at her in challenge, but the well-dressed woman was unperturbed by its attitude. She glanced at the now ruined business that the Grimm had emerged from, a flat look on her face.

"You and your little buddies just destroyed my favorite clothing store," she calmly said as she tilted her shades down at the beast, spitting to the side a wad of gum. "Prepare to die."

Coco's expression morphed into cold fury as she started walking forward once more. A casual smack from her purse knocked aside a swipe, and a swift kick to the groin with her high-heeled leather boots sent the Grimm crumpling to its knees. She leaned down like a mother scolding a child, glaring daggers into the Beowolf's beady red eyes. An overhand swing with her purse to its crown put it out for good. She continued her advance, bludgeoning away the rest of the pack until she was forced to retreat from a tail-stab courtesy of a Deathstalker, prompting Velvet to run up and assist her. The bunny girl grabbed a brown, leather-bound box from her belt, but Coco held out a hand to stop her.

"Hey, come on. You spent all semester building that up," she reasoned. "Don't waste it here on these small fry."

With a subtle command from her aura and a flick of her wrist, the leader of Team CFVY transformed her handbag into an impossibly large, brown and gold gatling gun. A storm of lead followed as she tore apart the remaining Grimm in the plaza. Shifting her aim airborne, she took out a trio of Nevermores, the force of the volley strong enough to cleanly cut one of them in half length-wise; they fell into the now deserted city block with a crash. A casual nod from her was all her team needed to resume making their way into the city.

Raine sighed in relief as the tides of Grimm showed signs of thinning. With Professors Oobleck and Port clearing one street, Team JNPR clearing another, and Team CFVY here in the plaza, a real end to the crisis was approaching, until at long last Professor Goodwitch arrived. Beacon's assistant Headmistress didn't even spare a glance as she forced the few Grimm that attacked her to explode in clouds of black dust. A frown marring her features, she pointed her riding crop and crashed train, making sure to snatch up Roman Torchwick's unconscious body that lay out the window of the destroyed engine cabin. As if time was reversing itself, the various pieces of rubble zipped back into place, leaving no trace of the breach behind.

Her work finished, the very first of her students her eyes fell upon were Ruby and Raine, the same two she saved from incineration so long ago.

"Again, you two?" she sighed tiredly.

Ruby and Raine shared a look, then together they started laughing, remembering the night they met. Raine couldn't help himself.

"Hi mom, we're home."

* * *

After hours of after-action debriefing, medical attention, and several large meals that literally took the entire day, the waning sunlight found Team RWBY plus Zwei, and Team ARC relaxing on the landing pad at Beacon, and overlooking the city. They, along with their friends, had all been commended for their actions during the Breach; the evacuation, fighting off and containing hordes of Grimm, and the capture of Roman Torchwick. Not only did their heroism earn them high honors from the Vale Council, but it had also excused them from classes for the rest of the week. Cyan had recovered shortly after the battle when the poison had finally circulated out of his system, though he did express his disdain at sleeping through what he called "the best part".

"Well guys," yawned a tired Yang. "We did it."

"We did it," agreed Blake.

"If we don't get extra credit from that, I'm going to be seriously disappointed," griped Weiss, causing Cyan to raise an eyebrow.

"Are you serious right now? We were literally given a week of vacation, and a fat bonus on top of it," he grumbled.

"I'm just saying, a little cushion for our next exam would be nice," she tried to reason.

Yang snorted.

"Weiss? A two-headed snake literally crushed a bakery."

"No, _you_ crushed a bakery," corrected Arianna. "I watched you punch an Ursa through the front window."

"Shhh, they don't know that."

"Plus all the people that still got hurt..." mumbled Blake.

"Hey, come on everybody," interjected Ruby. "We still saved a lot more people, a bunch of really dangerous guys have been locked up, and Torchwick went with them. Sure we still don't know all the answers, like where Adam went or who is that weird lady Yang and Cyan fought, but that's gotta count for something, right?"

"Not to mention we also saved your uncle's life," agreed Raine. "How's he doing by the way?"

"Better," Ruby said tiredly. "He started making a quick recovery once the doctors took the nasty stuff out of him. Uncle Qrow is tough, really tough. I'm going to go visit him tomorrow, if you want to come?"

"I don't see why not. The crusty old bird is starting to grow on me," chuckled Raine as he put his hands behind his head, the comment earning him a light punch from Ruby.

"Idiot," she giggled. "Anyway, I think Team RWBY and Team ARC make a pretty good... team! If anyone tries something like this again, we'll be there to stop them."

"Yay, teamwork, camaraderie, good job team, we rock," Yang mumbled happily as she laid back on the ground, Zwei flipping over with her.

Arianna smiled at the comment.

"Just like one, big happy family. I can't wait to fight you guys in the tournament."

"Speaking of the tournament," added Cyan. "Raine, are you sticking around with us or Team RWBY?"

Raine paused for a moment; he honestly hadn't thought about that. Arianna ended up answering for him though.

"Let's talk about that later, because I for one am ready for bed."

A chorus of agreements answered her as they got up to leave, but Raine and Ruby lagged behind. Thankfully for them, none of their friends really noticed.

"Hey," Ruby started as she took his hands in hers. "I'll understand if you want to compete with them. The tournament has always been made up of four man teams anyway. I think it'd be easier to get in with three instead of five."

Raine smiled sadly and closed his eyes.

"You know I love you," he told her.

"I know, which is why I don't want you to feel torn. You're always going to have a family in Yang, Blake, and Weiss, and you're stuck with me no matter what you do. So don't leave them, your old team, hanging. Team ARC needs a leader, and that leader is you."

Raine looked into his girlfriend's eyes, expecting her to be holding back her own sadness for his sake, but he saw none; only love and encouragement. He embraced her in a tight hug, one she eagerly returned.

"I love you; all I want is for you to be happy," she murmured into his ear.

"As long as I have you, I'll always be happy," he said back to her.

They shared a kiss; long, soft, and tender as they poured out their emotions into each other. With a job well done behind them and a bed with their names on it beckoning them to the best sleep of their young lives, the two guardians finally left hand in hand, the sun setting across the skyline and shining upon their backs.

* * *

 **A/N: So yeah, another really long chapter to wrap up Vol 2. It didn't really hit me how long it would end up being until I was halfway through, considering the extra Arkos scene and all the changing perspectives in the Breach fight. Some readers who pay attention to detail might also be starting to notice the little AU nuances that are popping up from changing events. For example, Jaune's fight against an Ursa in the Forest of Forever Fall never happened, since Cardin was taken away for medical treatment because of the Miasma. The history will also differ largely from Canon due to my portrayal of the Silver Eyed Warriors' purpose in the war, as well as the sides that fought. In Canon, Mistral and Atlas were allies, but here they were enemies. Anyway, I hope you enjoyed this chapter. Thank you everyone for continuing to read this story. Let me know in the review section what you think of the story so far, and stay tuned for Vol 3!**


	28. And the Clock Keeps Ticking

**A/N: Hello everyone. At long last, ZEN is back and I've brought our first installment of Vol 3. This month's class has been Algebra, and considering math is one of my weakest subjects, much of my time away from work has been taken up doing nothing but schoolwork. In addition to that, I have a state certification exam I need to study for as well. Still, the story continues to chug along. As always, thank you for your patience and please enjoy this next chapter.**

 **Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

The first thing he noticed when he came to was a blinding light assaulting his eyes. Following that was a blistering pain that plagued him both inside and out. Qrow groaned at the sensation, his muscles stubbornly stiff as he tried to rouse himself. A sterile stench soon drifted into his nostrils, and when he finally opened his eyes, his vision confirmed his thoughts; hospital bed. He groggily rubbed away the blur in his eyes, his vision swimming as a wave of nausea overtook him. Bending over at the waist, he heaved over the side of the bed, but with an empty stomach, nothing but bile rose up his throat. Gasping for breath, he let himself fall backwards against the pillow, resigning himself to his current predicament and simply looking around the room. With shaky hands, he reached for the cup of water sitting on the table beside him, which he only assumed was left by a nurse. The cool liquid was a welcome sensation to his parched throat.

It was typical for a patient care room; white walls, white ceilings, stock white curtains on a ceiling rail surrounding him, a couple chairs for visitors, a bedside table with an array of flowers, a wall mounted TV, an EKG heart monitor, and even an IV bag, the needle of which suddenly painfully obvious. A cold shiver went up his spine when his nerves suddenly focused on the frigid feeling of the fluid flowing into his veins. Briefly, he wondered how he even got here, until the memories started rushing back.

Against all odds of chance, his niece and her boy-scout had stumbled upon his sorry ass. Ironic how just a month and a half ago he had just saved their lives, only for them to turn around and do the same. He remembered how they handled themselves in the following battle, carrying him from cover to ruined cover as countless rounds and explosives danced around their heads. Everything after that though was a blur, save for one subject.

"Winter," he murmured with a dry, scratchy voice, fighting down the cough that tried to follow.

What the hell was she even doing here? Qrow scoffed at his own question; Jimmy probably dragged her along, why else. Wincing as he forced stiff, protesting muscles to do his bidding, Qrow forced himself to sit up, a hand going to his bandaged abdomen as he went. Adam and his boys did a number on him, that was for sure. His bad luck charm, it seemed, ending up working against him. At least he wasn't dead, or worse.

"You shouldn't be moving like that so soon," came a familiar voice.

Qrow raised a brow at the tone, turning towards the door and finding himself face to face with the Ice Queen in the flesh.

"Ya know, you never struck me as the mother hen type," he scoffed back at her, giving her a wry smirk.

Winter shook her head in exasperation.

"I'd rather not regret pulling your drunken hide out of the fire."

"Admit it, you know you love me."

"Qrow!"

"Fine fine," he relented. "So what did I miss?"

"It's... complicated, since you've been out since yesterday morning," the Specialist told him as she took a seat next to his bed.

"The Vale Council has lost faith in Headmaster Ozpin and Beacon; they want General Ironwood to be in charge of security for the duration of the Festival. They've postponed the tournament until all the safeguards are in order."

Qrow narrowed his eyes.

"What?"

"People are scared, Qrow. Two attacks within the past month has put them on edge. They don't think the Hunters are adequate for protection."

"And? What did the General say?"

"He agreed of course; he said that Atlas would always be willing to lend a helping hand."

Qrow gave a snort of derision.

"Why am I not surprised?"

"He only wants what's best for the kingdom."

"Which kingdom? Yours, or mine?" he shot back, leveling a glare at her, one she met with equal ferocity.

"Our _job_ ," she ground back, "is to protect those who can't protect themselves. I thought you of all people would understand that."

"Oh I understand plenty. I understand he turned his back on Ozpin. This is _not_ Atlas; you think troops marching through the streets are going to make people feel safe?"

"Leaving them to the slaughter is any better?"

"Armies are what led to a world war between the Kingdoms in the first place, or did you forget that?"

"We're already being pushed to war!" she exclaimed as she stood up, halting his tirade.

"Look out the damn window for once. You saw better than anyone just what it is Adam and his White Fang have been building. They've stolen experimental mechs, they've broken into ancient facilities, restarted their factories, and have been churning out enough weaponry to contend with the world's finest fighting force on even ground. He wants war, and he will bring it whether you want him to or not."

Winter paused just for a moment to recompose herself, her usual, frigid-as-steel gaze resettling upon her face.

"And when all is said and done, when we have exhausted ourselves beyond repair, the Grimm will come and sweep Humanity away with the ashes."

Qrow didn't flinch under her scrutiny, instead sighing and laying his head back, his eyes shutting closed.

"If you saw the things I've seen, the creatures and people I've fought, you would know that Adam and his minions are just pawns on the chess board."

The admission gave Winter pause.

"What are you talking about?"

Qrow gave her a bitter, tired expression.

"Ask your General. He and Oz will be getting a briefing soon at our next meeting."

"You can't tell me now? You don't trust me?"

"Ozpin doesn't trust you, it doesn't matter if I do," Qrow replied firmly. "He trusted Jimmy, and the gear-head threw that trust back into his face. If he decides to tell you in turn, that's his choice, seeing as how he's making those choices on his own."

Winter tried to straighten up just a bit higher, her throat growing tight.

"So that's it then, isn't it? After all these years, after all the assignments we've done together, and even after me saving your life, you'd rather do it alone."

"Your loyalty is to your kingdom, I respect that," he told her, standing from his bed and ignoring the pain.

Her eyes quickly dropped down to his apparent lack of dress; bandages, tight, gray boxer shorts, and nothing else, with much of his battle-scarred form laid bare to her, but his words brought her back to reality.

"But the weight of what we're dealing with, what forces Ozpin, Ironwood, Goodwitch and I to work in the shadows, is enough to destroy everything we've worked so hard to build. When the people of Vale look at your army, a force of such size and magnitude, they're not going to think of safety. They're not going to think of it as necessary to put away terrorists or give security for a festival. They're going to wonder what is it we're expecting to fight, when we've had peace for over eighty years. That makes em nervous, fearful, and then we really will have Grimm breathing down our necks. I can't say anything without Ozpin's say-so, and I know there are certain things you know that Ironwood wouldn't allow you to share with me either."

Winter's mouth drew into a thin line, slate blue eyes meeting charcoal red.

"My _duty_ is to my kingdom, but my _loyalty_ is to the people whom I love, and I've heard enough."

She turned to leave, but he moved to stop her, a firm hand grabbing her wrist.

"Let go of me," she hissed back to him with indignation.

"Not until you understand," he shot back.

"Understand what?"

"That I care."

She didn't get a chance to retort, as he pulled her in for a firm, rough kiss, his stubble scratching irritatingly at her skin. Winter's eyes shot open at his audacity, too shocked to properly respond. Her mind raced, battling against the sensations that were welling up inside of her. What had started as a tryst so many years ago on an escort mission to Vacuo evolved into a tumultuous relationship, with long distances broken by quick periods of passion, one she was admittedly loathe to acknowledge. Her military training and discipline, which she had taken completely to heart, always clashed violently with his lackadaisical, slovenly ways. The man lived by so few rules, with only a core set of values and people he aligned by, that any sort of connection they could possibly share should have been overridden. Yet here she was now with all of her barriers being torn asunder. Her dedication to duty had always been fulfilling, but Qrow had shown her something completely different; excitement, and only on the quietest of nights in complete solitude would she come even close to admitting that. There was only one small problem; she was as stubborn as an ox, and twice as proud. That pride led her to slap him across the face the moment they separated.

"How _dare_ you kiss me," she spat out quietly, though the venom in her tone did little to hide her underlying feelings.

"Because despite all the nastiness and hate in the world, despite all the misfortune I bring to people, you still brought _life_ to this bad luck charm. So believe me, Winter, when I say that I _want_ to tell you, but I literally _can't_."

She glared daggers into his eyes, an internal war raging between her mind and her heart as he spoke her name, her _real_ name. She made to slap him a second time, her hand deftly caught by his own. He cocked his head to the side with that same, insolent look that infuriated her so; it melted everything, her defenses finally crumbling as she attacked his lips in kind.

This time it was Qrow's turn to be surprised, her sudden forcefulness a far-cry from the Atlas drone she usually portrayed. He redoubled his own efforts, gripping her around the waist and meeting her blow for blow, only to back off when she roughly gripped his bottom lip with her teeth.

"Knock that off," he growled. "I don't like fast women."

The comment meant nothing like its definition, as the two veteran hunters went at it again, the tension between them too strong to ignore.

"And I... hate..." she gasped as she shifted to attack his ear, "arrogant men."

She pushed him backwards against the bed, ignoring his grunt of discomfort as she straddled him. In retaliation, his hands immediately went to work, tugging roughly at the buttons and fastenings of her coat, the normally dexterous fingers fumbling with their work. Her grinding her pelvis into his wasn't helping matters either. So lost were they in their own little world that neither of them noticed the pair of dumbstruck guardians and a sunny dragon standing in the door.

"Huh...? Wha...?" was all Ruby managed to say, her face heating up a bright scarlet.

"Weiss is going to _love_ hearing about this," snickered Yang as a trickle of blood ran from her nose.

"We... should probably leave," Raine spoke slowly with equal embarrassment. "Especially before the nurses come running."

"Nurses...?" Ruby asked with confusion, before she noticed the heart monitor displaying a skyrocketing pulse.

"Nurses. Right," she quickly agreed, but rounded on her sister in a harsh whisper when she noticed a scroll on record. "Yang! Knock that off!"

"Fine, but I still ship it," the brawler insisted as she stowed away her scroll.

Without a sound, the two guardians quickly disappeared down the hallway, with Winter's sudden cry of pleasure echoing down after them, but Yang stayed put.

"There's no way I'm missing this," she said with a smirk as she pulled her scroll back out and resumed the recording.

* * *

Back in the dorm room of Team RRWBY, Weiss Schnee scribbled away at her Grimm Studies essay, taking full advantage of the absence of most of her teammates to get some extra work done. Blake had stayed behind with her, curled up in her yukata as she delved into the latest edition of "Ninjas of Love". The thought brought heat to the Heiress' face. She supposed she shouldn't be so surprised that Blake enjoyed those types of books, and the Princess herself would be lying if she said she didn't have a few copies of her own; she'd even hazard a guess that the cat Faunus often pictured herself in those fantasies, considering she was already a ninja. Still, Weiss wondered if a person as aloof as Blake could harbor affections for a man like Kimiko did in the book. Sure she had seemed to warm up around Sun, but she never showed any kind of attention to him in a romantic sort of way, not even at the dance.

Weiss shook her head; she was reading too much into it. Whatever Blake wanted to do was her own business, but against her upbringing, the Schnee Heiress found herself becoming fond of the cat faunus. Despite their differences in opinion, and especially with their horribly contrasting backgrounds, they seemed to have grown on each other. They had even fought side by side personally at the Breach, something they had never really done before, at least outside of a joint combo when commanded by Ruby. This comfortable silence they were having was... nice, and a not-so-bad thought of having a Kimiko of her own wriggled into her mind.

" _Wait, where the hell did that come from?"_ Weiss suddenly thought as she jerked out of her musings, her face glowing red.

She didn't get to entertain the thought when her scroll suddenly went off with a notification; it was Yang, and she had sent her a video. Weiss huffed in annoyance as she sent a reply text.

 _What's this supposed to be?_

 _Just open it :3_

 _Not until you tell me what it is_

 _Something cool, and maybe steamy_

The Heiress snorted with indignation and returned to her studies, dutifully ignoring the un-opened video and Yang's shameless libido, but as each minute passed, she found her curiosity get the better of her. Dropping her pencil, she grabbed her scroll and made her way back to her bed, plopping back against her pillow and in defeat, pressed play.

Confusion marred her face as she saw the image of her sister talking to Qrow, the man being propped up in his hospital bed. They had seemed to be arguing over something, if their mannerisms were any indication, a thought confirmed as Winter raised her voice in a manner that Weiss had never seen before. Her sister had always been cool and confident, that the sight of her losing that bearing seemed unreal. The camera suddenly jerked behind the door as Winter turned to leave, the inside of the room now hidden from view, but steadily it leaned back, just in time in fact to catch her sister, so proud and poised, smashing her face against that of Ruby's drunkard uncle.

"I'm going to kill that blonde nightmare!" screeched Weiss as she slammed her scroll shut, the sudden commotion startling Blake from her own fantasies.

"Really?" she asked flatly as she massaged at her ringing cat ears. "And just what has got you so worked up?"

Weiss didn't answer right away, instead glaring at the wall, eye twitching, and face glowing scarlet.

"Qrow is defiling my sister," she finally said, her hands trembling with rage.

Blake gave her a blank look.

"And? That's it?"

"Are you kidding me? It's indecent and lewd! He's a drunkard with no respect for authority! And then Yang has the gall to record it and send it to me!"

"Sex is a natural thing in life," Blake told the Heiress calmly as she shut her book. "To get worked up over it is pointless. Your sister is still a woman; maybe he did something to impress her."

Weiss sputtered in shock.

"How can you be so calm about it?! That's my sister!"

"It's rather poetic actually. Qrow and Winter are complete polar opposites; I'm surprised you're acting like this at all, especially with the way she fussed over him in Mountain Glenn."

"She was just doing her duty as an Atlas Specialist for a fellow Huntsman."

"And with the way she sent all of us after Torchwick, leaving her to get him evacuated on her own."

"The whole city was crawling with Grimm and White Fang; two can slip by easily without being seen."

"And I know he hasn't been released from the hospital yet, Ruby told us that much. Which means Winter went ahead to visit him the first chance she got, rather than wait for him to make a full recovery. A queen of ice has a warm spot for a scruffy bird; I told you it was poetic," Blake finished, nodding to herself sagely.

"How can you even- the nerve of- ugh!"

Weiss threw her hands up in defeat, leaving Blake to silently contemplate what to do or say next. Her eyes turned to her book as a Yang-like, and very possibly wicked, idea formed in her head.

"Come here and bring your scroll," Blake suddenly said.

"Wait what?"

"There's only one way you're going to get over it. Now come here," Blake repeated.

Against her better judgment, Weiss stiffly obeyed, moving with as much grace as an Atlesian mech. Blake sat up into a sitting position on the edge of her bed, patting the spot beside her with her hand and silently commanding Weiss to sit.

"Here's what we're going to do," Blake started to explain as Weiss joined her. "We're going to watch this video, delete it when it's over, and then teach Yang a much needed lesson about sticking her nose in peoples' private business. I'm sure Ruby and Raine would be happy to help us too, considering how many times they were caught in the same way."

"I guess..." Weiss mumbled in agreement. "Do we really need to watch it though?"

"Yes," came the simple answer.

Weiss braced herself as Blake took her scroll and reopened the video, restarting it from the beginning. Blake watched with mild interest as she listened to the two veteran hunters converse. Context of the mutual viewing aside, the cat faunus found herself quite interested in the actual dialogue, her feline ears catching every word with clarity. It didn't surprise her that a Huntsman of Qrow's caliber had been bound to stumble across certain dangers and oddities throughout his career, but the way he had spoken about it was more than a bit concerning. Something even more powerful and sinister was using the White Fang like pawns? That certainly did explain where Adam could have gotten his power from. Not long after that came the moment that sent Weiss into a sputtering fit; the kiss.

Blake smirked slightly at Weiss' reaction, the girl's eyes glued to the screen. In a way, Blake found herself sympathizing with the Heiress. Weiss had always spoken of Winter with such high praise, that to see her sister so worked up in the most carnal of indulgences had to have been a shock. Blake felt her own cheeks heat up as the two hunters collapsed backwards onto the hospital bed, their hands ripping at clothes in a frenzy.

" _Huh...? Wha...?"_ came Ruby's voice in the background of the recording.

" _Weiss is going to love hearing about this,"_ came Yang's voice, the sound of which only made Weiss all the more livid.

" _We... should probably leave, especially before the nurses come running,"_ said Raine's voice.

" _So all three of them left together,"_ thought Blake. _"That makes sense."_

" _Yang knock that off!"_ Ruby suddenly scolded under her breath.

It was at that moment that the recording suddenly stopped, prompting Weiss to let out a breath she didn't realize she held.

"Better?" Blake asked her as she handed back the scroll.

"A little... but it's still unsettling. Winter always prided herself with her discipline. It's... weird seeing her act like that. I guess I just got scared," Weiss slowly admitted.

"See? There's nothing to be angry about. At least Yang stopped before it-"

A sudden moaning coming from the scroll hit both girls like a freight train; the recording never stopped, and the video continued to play. Weiss' mouth fell open in erotically charged horror as she watched her sister writhe, sweaty and nude, on top of an equally bare Qrow Branwen. Yang actually did it; she stayed for the entire thing. Blake felt her own composure slipping; this was bold, even for the blonde brawler. The cat faunus clenched her thighs together, her body betraying her as the video continued to play. Try as she might, she couldn't pry her eyes away from the screen, completely oblivious to Weiss' leg rubbing against her own as her yukata became unbearably hot. A light groan forced its way out from between her lips, drawing Weiss' attention off of the video.

"We shouldn't keep watching this..." Weiss squeaked out, her own body heating up.

"You're right..." Blake panted, suddenly breaking from her trance.

With shaky hands, she helped Weiss close the scroll, their fingers coming in brief contact with each other, a lingering touch that lasted longer than either girl expected, and to Blake's confusion, it sent certain shocks down her spine. They locked eyes, pale blue gazing into feline amber, neither of them wanting to be the first to speak. Slight movement from Weiss' leg suddenly made it painfully clear to the cat faunus just how close they were sitting next to each other; the tension between them was dense enough to be cut with a knife.

"I... should probably go clean up... yeah..." Weiss said hurriedly as she stood up, her scroll clattering forgotten on the floor, leaving both a relieved and oddly disappointed Blake.

Weiss felt her heart beating a million miles a minute as she shut the door behind her, her mind racing over what had happened. She couldn't explain it, she probably didn't even want to admit it. Her upbringing kept screaming to her this wasn't right; she was the Schnee Heiress, and Blake was a Faunus, but her heart and body were telling her otherwise. Her mental turmoil raged on as she stripped and headed for the shower.

" _What the hell is wrong with me?!"_

* * *

Ozpin sat at his desk in contemplative silence, his eyes gazing out the window and upon the kingdom he so loved, framed by the setting sun; things were moving far too quickly than he had planned. A bold attack made by the White Fang and Roman Torchwick sent his kingdom reeling with fear, and prompted the Council to approach James directly. The General had contacted him shortly afterwards, apologizing for his break from discretion, but insisting that this was the right move to make. Unfortunately the aging headmaster had little choice in the matter; with the Vale Council pushing for his removal from office, and the people wanting the festival to continue even more than ever, Ozpin found himself in a very unusual spot of vulnerability.

His thoughts jumped from current troubles to the start of term, specifically to a conversation he shared with a young guardian. Ruby Rose had approached him, asking if his appointing her to leader had been a mistake, to which he cryptically replied that he had made more mistakes than any other human or faunus on this planet, but reassuring her this wasn't one of them. He chuckled wryly to himself as he took a sip of his tea; mistakes indeed. He could only hope that the one he was about to make would be the last.

The ringing of the elevator chime broke him from his musings, the tell-tale click of high heels already telling him whom it was.

"Qrow has been discharged from the hospital. He should be here any moment now," said Goodwitch as she joined Ozpin at his desk.

"Hmm..." he answered distractedly, gaining a look of concern from his assistant headmistress.

"Headmaster Ozpin?" she asked.

"Tell me I'm a good man, Glynda," he said tiredly. "Tell me I've done the right things in life."

"What? But... of course you are! What kind of talk is that supposed to be?"

He smiled ruefully.

"There are some who would say otherwise."

"Is this about the Vale Council? You know they're only talking out of fear. Vale needs you, the _world_ needs you. Without you, we would be left without a guide, and Salem would be free to do as she pleased with Remnant."

Ozpin stood tiredly from his seat, his eyes never leaving the city.

"Salem has immersed herself in powers far beyond my own. She has nothing but time on her side, a luxury I ironically lack. I'm old, Glynda. I know I don't look it, but I'm beginning to feel it in my heart. For over eighty years I've watched over Vale and Beacon; I fought in that climatic battle that ended the Great War, watched as the Guardians fell and the Maidens be driven into hiding, watched as the people of the Four Kingdoms grew comfortable and careless in a world of peace. My days are coming to an end, and someone else needs to stand ready to take my place against the coming storm. Out of all the mistakes I've made in life, I believe this one will be the most damning."

Before Glynda could comment further, a chime came from the elevator, revealing Qrow, Ironwood, and Winter, with an obvious air of animosity radiating from the fully recovered Huntsman.

"I still don't think this is a good idea that you brought the Snow Queen in on this, Ozpin," Qrow griped as the trio made their way into the office. "Are you sure you want to go through with this?"

Ozpin gave his longtime friend and confidant a single, curt nod.

"More than ever now, we need unity. We can't afford to be mistrustful of each other."

"Forgive me, Headmaster," started Winter, with an unusual tone of uncertainty in her voice. "I appreciate your choosing to include me in a meeting beyond my station, but I must admit that I am at a disadvantage here..."

"I'll explain in full when the last of our party arrives, but to give you the shortened version, our group was founded to continue to protect the Kingdoms against forces that conspire against them. Despite what much of the world thinks, we and the other Headmasters know just how fragile this peace is, and that for the entirety of this peace, we have been hard at work fighting those that threaten to tear it away. This issue goes beyond the White Fang, beyond the Grimm, and beyond our territories."

Winter gave Qrow a look of disbelief, to which he shrugged.

"Can't say I didn't warn you," he admitted as he took a swig from his flask.

"You believe our enemy means to strike us soon, along with the White Fang," suggested Ironwood.

Ozpin took a long sip from his tea.

"It's hard to say whom or in what capacity, but yes; I feel as if the one responsible for Autumn's condition will reveal themselves during the tournament."

"Then what do we do?" asked Winter. "Surely we can call for more troops, fortify the Wall, something!"

"This is not an enemy that an army can overcome, unfortunately," Ozpin explained with a shake of his head. "The White Fang are merely pawns and the Grimm have countless numbers to outlast us. The string of Dust robberies, the attack at the Tower, the Breach, Torchwick's surprisingly easy capture; it's all too convenient. Glynda, I told you that this mistake could quite possibly be my worst. I can only hope that they are ready."

Glynda's eyes widened with realization when she noticed there was more than one chair.

"You don't mean-"

The elevator chimed for a third and final time that evening, all eyes turning upon the new arrivals.

"You wanted to speak with us, Headmaster?"

* * *

 **A/N: And curtain call on chapter 28. Ships have set sail for comedic effect and character development, but to be honest, my favorite part here is exploring a bit into Ozpin, Vale's resident wizard. To my knowledge, RT hasn't explicitly confirmed Ozpin's Semblance, but I have strong suspicions it has to do with Time Manipulation. His office decor, his fighting style, and his incredible patience all allude to being a chronomancer. Finally, his name and Salem's are thus far the only two characters that do not follow the modern naming criteria, which surfaced during the War. As such, my Ozpin is possibly far older than the Canon counterpart. RT killing him off fairly early, despite the fact he now lives on in Oscar, leaves me plenty of room to work with, since I feel that Oscar's wizardly abilities will manifest differently from his predecessor.**


	29. Traces of Autumn

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

Pyrrha Nikos felt her throat constrict as the words died out of her mouth, the eyes of her seniors falling upon her. An unusual amount of unease rushed through her body as she stood beneath their scrutinizing gazes. Flanking her were both Ruby and Raine, the two guardians having also received a message from Headmaster Ozpin to meet with him, and it was with a few encouraging words from Ruby that the champion was able to find her nerve once more. Despite the odd circumstances, Ruby seemed like she always was; chipper, energetic, and encouraging.

"We're right here with you, Pyrrha," Ruby said confidently.

"Thank you, both of you," Pyrrha replied softly as she stepped into the office.

"I guess the idea of a one-on-one is out of the question then?" commented Raine as his eyes swept over each person in the room.

Ozpin, Qrow, and Goodwitch he had expected, but to see Ironwood and Winter present as well sent alarm bells ringing in his head. He glanced towards Qrow for input, but the man was as indifferent as ever, perhaps even a tad apprehensive. After all, his niece was going to be present for this discussion.

"It would be easier to speak to all three of you at once," answered Ozpin as he motioned for them to take a seat. "I apologize for calling you at such late notice, and at this hour in fact. I'm sure you have many questions."

Ruby looked on curiously, as the atmosphere settled in on her; this wasn't just some lecture they were going to receive. It made her both excited and nervous.

"You... could say that," answered Pyrrha as she sat down on the left, Raine taking the seat next to her, and Ruby sitting opposite of him. "I'm sorry Headmaster, but why did you call us here?"

Ozpin sat with them, placed his tea cup down on his desk, and leaned forward, his hands clasped together.

"Tell me Ms. Nikos; what is your favorite fairy tail?"

Qrow suppressed a snort at Ozpin's question; he knew where this was going. Crossing his arms, he leaned against the wall and waited, his eyes glancing over to Winter to catch her own reaction as well. The Specialist had a look of confusion like Pyrrha.

"I'm... sorry?" Pyrrha responded hesitatingly.

"Fairy tails; stories from your childhood. Surely you must remember a few?"

"Well..." Pyrrha began as she searched her memory. "There's the Tale of the Two Brothers, the Shallow Sea, the Girl in the Tower-"

"What about the story of the Seasons?" suggested Ozpin.

Ruby perked up, remembering how she and the others eavesdropped on her uncle and Raine.

"Oh of course!" agreed Pyrrha, suddenly relaxing. "A callous, old man who refuses to leave his home, was visited by four traveling sisters. The first understands his reclusive nature, and urges him to use his time in solitude to reflect and meditate. The second brings him fruits and flowers, tending to his crops and revitalizing his garden. The third warms the man's heart, convincing him to step outside and embrace the world around him. And the fourth and final sister begs him to look at all that he has and be thankful. In return for their kindness, the man grants each sister incredible powers, so that they may continue to help people all across the world. They graciously accept, and promise to share their gifts with all of the People of Remnant. Winter, Spring, Summer, and Fall; the Four Seasonal Maidens."

Ozpin smiled with approval.

"Would you believe me if I told that one has been around since I was a boy?"

Pyrrha giggled openly at the suggestion.

"You're not _that_ old, Headmaster. My mother told me that story has floated around for generations, passed down from her grandparents and so on."

"Well," Ozpin continued, his smile fading away. "Would you believe me if I told you it was true?"

Pyrrha paused.

"Excuse me?"

"Oh wait!" chimed in Ruby as she looked towards Raine, who remained silent thus far. "Isn't that what you and Uncle Qrow were talking about back in Mistral?"

"Don't think I don't remember you barging in like that," Qrow called out from the back of the room, making Ruby blush with embarrassment.

"Raine, what are they talking about?" asked Pyrrha as she turned to him for answers.

Raine took a deep breath, wondering how he should start.

"Well, I didn't get the full story when I first heard about it; we still had the mission to do, and we all know how that ended, but I bet we're about to find out now."

Ozpin nodded slowly.

"What if I told you, Pyrrha Nikos... that there _are_ four maidens in this world, and that each of them were capable of wielding tremendous power without the aid of Dust?"

"Like a Semblance?" asked Pyrrha.

"Like magic," corrected Ozpin.

"So... like the stuff that Cardin has been using but not...?" suggested Ruby.

"I don't understand..." admitted Pyrrha as she shook her head.

"That's fine," Qrow commented once more. "First time hearing about it is pretty crazy. I didn't believe it at first either, when I was given this talk."

Pyrrha's eyes widened as she glanced between the two elder Huntsmen.

"Are you serious?" she asked Ozpin.

He looked at her patiently.

"Do I look like I'm joking?"

Pyrrha sat back, placated.

"No sir..." she replied. "But why are you telling me this? And why are Ruby and Raine in on it too?"

"It's... kind of a long story," Ruby admitted as she rubbed the back of her head. "I don't really get all of it either."

"To make a long story shorter..." added Raine, "our ancestors, the Silver Eyed Warriors, were called Guardians for a reason. We weren't just known as legendary warriors, Pyrrha, but we were literally the protectors of the Seasonal Maidens."

Raine turned to Ozpin as he spoke.

"But you wouldn't call us here like this unless it had something to do with the Maidens, would you Headmaster?"

"You are correct, Mr. Zaffre," Ozpin confirmed for him. "Ms. Nikos... my colleagues and I believe... that you are next in line to receive the Fall Maiden's power."

The news was something completely unexpected for Pyrrha, her blood running cold as she thought of the implications, but right now there were more pressing questions at the forefront of her mind.

"But... why?" she asked. "Who are you people?"

"You know who we are..." said Goodwitch as she tried a softer approach. "We're the same teachers, headmasters, and Hunters you've always known."

"Except some of us have a little part-time job. You're not the only new person present here," added Qrow as he shot a glance at Winter with that last remark, a comment she ignored.

"We are the protectors of this world," said Ironwood. "We fight the forces that work against peace, both inside and out."

"And now we need your help," finished Ozpin, "from all of you."

Pyrrha didn't know how to respond. The normally confident and self-assured warrior was at a loss. Her entire life she suspected she was destined to do great things, the battlefield had always been her calling, but now that something very real and significant was happening, she had no idea how to take it. She closed her eyes and bowed her head, not trusting herself to speak.

Ruby looked over her shoulder towards her uncle, her eyes pleading for guidance. He gave her a sad smile, and a look that said he wished this wasn't happening now. Despite her misgivings following the incident at the tower, Ruby Rose suddenly felt very much like a child as she sat there surrounded by men and women with far more power and experience than she could ever guess. Her hand immediately grasped Raine's, hoping that he would bring some clarity to the situation. He squeezed back but kept his eyes on Ozpin. Ruby held her breath as he leaned forward.

"What happened to the Fall Maiden? Why do you believe her power is going to pass on?" he asked seriously.

Ozpin paused for a moment, his mind contemplating how best to approach this subject. With a sigh, he gave his answer.

"It's... easier if we showed you."

The elevator ride that followed was possibly the longest minute of Raine's young life. The cramped interior left little room for all eight of them, with himself and Ruby standing near the door with Ozpin. She kept her hand in his the entire ride, her heart beating loudly in her ears. Winter kept to herself, trying to stay more focused on the matter at hand and not Qrow's close proximity, the smell of whiskey drifting into her nostrils. She glanced towards her General, the man's face an impassive wall of stone, as was Goodwitch who patiently waited with her arms crossed. The trip was completely silent, aside from a single question coming from Pyrrha who meekly stood in a corner next to Ruby.

"Where are we going?" she ventured carefully.

"The Vault... underneath the school," Ozpin replied simply.

The elevator doors slid open, revealing to the group an immense and lengthy hallway. Torches lit with emerald flames were the only source of light for the dark chambers, with glass floors and lined with marble pillars. The adults confidently stepped forward, unperturbed by the atmosphere of the Vault. A shiver went down Raine's spine as he exited the elevator; cold.

"This place gives me the creeps..." mumbled Ruby as she stayed close to him.

"I don't blame you," Raine agreed.

"You three must have a lot of questions," said Goodwitch as she waited for her students.

"Maybe one, or two..." admitted Pyrrha as she walked with her teacher. "I still don't understand though; you said I'm next in line to receive the Fall Maiden's power. What did you mean by that?"

"The Maidens have existed for thousands of years," explained Goodwitch as they followed the rest of the group. "But much like in nature, the seasons change; no two summers are alike. When a maiden dies, her power leaves her body and seeks out a new host. This ensures that no single person keeps the power indefinitely, nor will the power become completely lost."

"How is the power supposed to choose though? You must have some idea if you think Pyrrha is next in line," asked Winter as she broke her silence.

"Through a series of stupid and convoluted rules," griped Qrow.

"Qrow!" growled Goodwitch.

"Don't get mad just because I'm right!"

Goodwitch sighed with irritation.

"At first, the only thing our group knew for certain was that the power always selected young women, but as time went on, we learned that the selection process was more... intimate."

"Intimate...?" Pyrrha repeated nervously.

"It became apparent that when a Maiden dies, the last one in her thoughts would become the first candidate to receive her power."

"Unless of course that person was a dude or some old hag, then it went to someone random," clarified Qrow. "When that happens, our job becomes much more difficult."

"That still doesn't answer the overarching question; why Pyrrha?" pressed Raine. "As far as we know, she's never met the Maiden, making it impossible for her to be an immediate candidate."

"Call it an educated guess," answered Qrow. "You're strong, Nikos. It takes an astoundingly strong young woman to properly house a Maiden's power. Your display of aura during your duel with Boy Scout over here put you at the top of the list."

"I don't know if I should feel honored or scared," Pyrrha admitted.

"That's why the Maidens had their Guardians," said Ozpin. "They were their protectors, friends, and sometimes family, but they also had the duty of preparing the next Maiden for her role. That is why Raine and Ruby are here as well."

"Don't get me wrong; Pyrrha is our friend and we'd do anything for her. But how are we supposed to prepare her for anything when we're just as lost?" asked Raine.

"Yeah, I mean... we just learned about this too," agreed Ruby.

"It's in your blood," Ozpin replied cryptically. "You will naturally feel drawn to her, to support her when she needs it most. Her soul must be just as strong as her mind and body in order to properly receive the Maiden's power."

"For now, all you _need_ to know is that the current Fall Maiden has been attacked, and that for the first time in history part of her power was stolen," interjected Qrow.

The group reached the end of the hallway, and came upon a pair of life support pods hooked up to a massive computer and power source. Ruby held a hand to her mouth when she noticed that the pod on the left was occupied.

"Is that...?" she began, to which Ozpin sighed with sorrow.

"Yes... the current Fall Maiden; Amber."

The girl within the pod was beautiful, to be sure. Slim in build, a light brown in complexion, with short, brown hair that perfectly framed her face, a face that was marred with extensive scars. A single birthmark sat at the outer corner of her left eye. Aside from a white tube top and white skirt to preserve her modesty, she was completely bare. If not for the nature of her occupancy, she could have passed for merely sleeping; forced hibernation would be a more accurate term. Her breaths came out pained and labored, as if a great weight lay upon her chest.

"This technology... it's... it's beyond anything we have back home," whispered Winter. "It's keeping her alive when she should have died ages ago."

"She's alive for now," said Ironwood. "These pods are using state-of-the-art technology to keep her stable, but there are issues that are... unprecedented. We don't know what will happen if... when... she passes. The power _should_ transfer to the next host, but it's not uncommon for the last thoughts of the slain to be of their attacker, and to make matters worse... no one has ever seen the power split like this before. For all we know, it could seek out its other half, regardless of the gender or age of that individual."

Pyrrha's face set into a frown as she came to the same conclusion.

"Her assailant," she said, finishing the thought.

"And _that_ would not bode well for anybody," declared Ozpin.

"What about the other Maidens? Where are they in all of this?" asked Winter. "If one of their sisters is in danger, shouldn't they be here to help? At the very least they should be told!"

"At ease, Specialist," Ironwood ordered firmly.

"It's not that simple," answered Ozpin. "Seldom few Guardians survived the Great War. When once there were thousands, by the War's end, barely a hundred remained. Their enemies, those who fought against them during the War, the Guardians who fell to corruption, hunted them down in the years since. The survivors went into hiding, and with them so too did the Maidens. To aide in this, we and our counterparts in the other Kingdoms worked to suppress knowledge of the Maidens for what they truly were, instead masking them as great warriors like the Guardians. Amber was the only one who remained in contact with our group; she couldn't bear to run when so many in the world lived in fear of the Grimm. The whereabouts of Spring and Summer are completely unknown, and from what we understand, Winter has gone into exile in the frozen wastes north of Atlas; completely unreachable by both us and her would-be assassins."

"Irony of your namesake aside," came Qrow's wisecrack as he nudged Winter in the ribs with his elbow.

She smacked him in the back of the head in retaliation.

Raine tuned out the rest of the conversation, barely catching Pyrrha and Goodwitch's mutual disgust with how Amber was being preserved, as well as with the supposed plan to transfer the power into Pyrrha to begin with. Ruby looked at him curiously as he stepped forward to the pod, his hand outstretched to softly press against the window.

"Raine?" she asked him.

He didn't answer her right away, his focus on the woman within. The glass was warm to the touch, warm enough to be felt through his glove.

"It's strange... I... I feel like I should know this woman," he said carefully. "Her face just seems... familiar, like a distant memory barely out of reach."

What struck him most however was the strange pull he felt towards her with his aura. Trusting his feelings, the young Guardian channeled his aura into his eyes, the irises alighting with an empowered glow, an act that startled the rest of the party out of their bickering.

"Mr. Zaffre! Step away from there at once!" scolded Goodwitch as she stepped forward with alarm, only to be stopped by a firm hand on her wrist.

"Wait," said Ozpin. "He might be on to something."

"What does he think he's doing?" questioned Winter.

"He's becoming a Guardian, a _true_ Guardian," answered Ironwood with a hint of awe in his voice.

Raine swallowed the lump in his throat, trusting only in instinct and faith as he went a step further. From the palm of his hand came a steady, and clearly visible, stream of silver aura. The energy connected with Amber at her navel, and quickly spread to envelope her entire body; it glowed with an ethereal light. He let out an involuntary gasp as the connection was made, as his own body glimmered in tandem. Raine could feel his soul intermingling with hers. Despite her crippled state, the depth of her power shocked him. It was primal, raw, and disturbingly thirsty for retribution, but it was also predictably fractured; her soul was broken. Roughly half of it was missing, leaving behind a shell of its former potential. It latched upon his own aura, desperately seeking to replenish itself. The sudden draw of power struck the young Guardian with a wave of burning agony, which he promptly voiced.

"It's hurting him..." Ruby breathed out. "I need to help him!"

"Stop!" yelled Qrow as he rushed forward to restrain her.

"But he might get seriously hurt if I don't!"

"You don't know that," he reasoned with his niece. "If you break the connection now, there's no telling what will happen. It could even end up killing them both."

Ruby fought back tears as she struggled with her own helplessness. Why was it always him that had to suffer?

Raine grit his teeth together under the strain. His mind was screaming at him to stop, but his heart warred against it, arguing that if he did, he risked losing her. He felt compelled to try and save this woman, and he refused to flee when her life was on the line. He couldn't heal all of the damage, it was too extensive, but at the very least he felt like he could buy her some time. Focusing on her soul itself, visible to his mind's inner eye in the form of a flickering flame, he channeled his aura to encircle it, protect it, and fuel it to a sustainable level. It took the form of a silver lantern, a fitting symbol for a dying flame, and one that he hoped would protect her long enough for him to discover a way to save her, but as the lantern formed into completion, visions not of his own played across his eyes.

No longer was he looking into the pod of a dying legend, but instead he saw the world, untainted and pure, free of the presence of Grimm. He saw the sisters in their splendor, and the old man who gifted them with their powers. He caught a glimpse of the War in all of its glory and horror, as well as the glittering spires of a long forgotten city. What followed was a long darkness, broken only by fear, pain, and desperation. He reasoned he was experiencing the aftermath of the conflict, the dark ages that drove the Guardians to near extinction as they fought desperately to protect the Maidens. To his relief, that didn't last forever when the name of Amber finally came to him.

His vision suddenly became hers as he relived her memories. She had traveled the world extensively over the years, freely lending aid to those who suffered, readily came to the defense of those beset upon by the Grimm, yet careful enough to not reveal her true power as a Maiden. By this point, Raine could feel the connection slipping, knowing that at any moment now it would be severed, but he had to hold strong. If he could keep the connection going long enough, he had a chance of catching sight of her attacker, the one who sought to steal her power. Instead, the final memory he glimpsed was something else entirely.

Raine saw a hand, clearly Amber's, reached down into a cradle to stroke the cheek of a baby, a baby not even a year old; a baby with black hair tinted with blue.

" _Raine... my dear Raine..."_ came a soft, sad, and feminine voice.

Shock filled the young Guardian as his vision returned to the present. Amber's scars had faded, but were still quite visible. Most astounding of all was that her eyes were fluttering; the Fall Maiden was beginning to wake up. Only a scant few seconds had passed, but for Maiden and Guardian, it might as well have been an eternity. Deep brown met blazing silver, and a whisper slipped from between her lips.

"You came..." she breathed, audible only to the two of them.

Before Raine could answer, a shockwave detonated between them, sending him sprawling onto his back. Ruby couldn't stand it anymore and wrenched herself free from her uncle's grasp. She slid to her knees as she moved to cradle Raine in his arms. To her relief, he groaned in pain at the contact, a hand lifting to his forehead to nurse a sharp migraine.

"Are you ok?" she asked worriedly.

"Yeah..." he gasped out as he desperately sought to catch his breath. "But I'm more concerned about her. Did it work?"

"Did what work?" asked Goodwitch.

"I'll be damned... he actually did it," answered Qrow as he looked upon Amber's form, prompting the others to step forward.

Amber had returned to her slumber, but her breathing was no longer laborious. A strange peace had seemed to come over her; her brow no longer furrowed, and her scars had largely faded from view. Ironwood rushed over to the life-support monitors, hoping against hope that his suspicions were right. Relief flooded through him; she was stable, truly stable, and not steadily fading away.

"He saved her life..." he announced.

"So this is the power of a Guardian..." breathed Winter.

"I bought her time," Raine corrected as he struggled to his feet with Ruby's help. "What I did wasn't enough to save her completely; the rest of her power still lies with her attacker, but at least now she's not knocking on death's door."

"But that's a good thing, right?" asked Pyrrha as she joined him. "It means she can be saved!"

"Hopefully. Ruby and I have a lot of work to do," he replied.

"You mean you won't do something completely reckless without me this time?" Ruby chided.

"I'm sorry Ruby; I'll admit that what I just did was pretty impulsive, even for me, but I had to be sure."

"You idiot, you're lucky I love you," she sighed as she leaned up to kiss him, in plain view of everyone. "Whatever you need me to do, I'm here with you."

The clearing of a few throats brought their attention back to the real world. Goodwitch had her arms crossed, a disapproving look on her face, but given what had just transpired, she chose not to lecture them on public displays of affection. Qrow made a mental note to get that kid a stiff drink; it turned out the Boy Scout was a bit of a dog after all. He captured the heart of one princess, his niece, and turned around to save another. He smirked approvingly as he took a swig from his trusty flask. Ironwood and Winter hadn't noticed, the both of them too busy diagnosing the pods for any damage they might have sustained. As for Ozpin... he simply looked on in amusement and a small amount of relief. He hadn't made a mistake in this respect after all.

For Raine, however, the celebration was short-lived as the visions came rushing back to him.

"Pyrrha," he began, gaining the gladiator's attention, "just focus on your team and the tournament for now. Hold off on that whole "I'll become your next Fall Maiden" plan."

She hesitated for a moment, then nodded.

"If that's what you feel is best."

Raine smiled then turned his attention to Ozpin.

"Headmaster, Ruby and I will eventually need to return here."

"I'll make the necessary arrangements, but first I must ask; what is it that the two of you plan to do?" Ozpin inquired warily.

Raine shared a look with Ruby before answering.

"We've got a lot of reading to do, and hopefully... my old man left behind some clues."

* * *

 **A/N: What's this? Two chapters within a week? Yeah I'm surprised at myself a bit too, but honestly, it's high time we got into what those eyes of theirs can really do. It took a lot of effort and buildup to get to this point, but honestly I'm glad that we're finally here. Winter's early involvement was born of my own suspicions brewing about the Winter Maiden, to which Qrow flippantly points out in this scene. Simply coincidence in Canon? Possibly, but I got options to explore. For those of you who might be wondering, the tournament isn't much further off, but I felt the story needed to get back on track about the Guardians and their connection to the Maidens, if only for a little bit. It's going to be fun either way, so stay tuned for the next chapter of WWSE!**


	30. Destiny

**Disclaimer: I do not own RWBY. RWBY belongs to Rooster Teeth and Monty Oum.**

* * *

"So, you wanna tell me what's been bugging you now that the others aren't around?" asked Ruby as she and Raine took a walk around the courtyard.

Pyrrha decided to go to the simulator to get some training in, to help her calm her nerves with all the bombshells that had been just dropped on them. The sun had long since set, leaving the two guardians completely alone in the star-lit night.

"It's... kinda weird and complicated," Raine started. "It was like I was seeing the Fall Maiden's memories, but not just Amber. I saw things that were long before her time, like the original four Maidens and the Old Man, the War, and a city of silver...? I don't think it was Atlas, there wasn't any snow, but it went by so fast, I barely caught any of it."

"So kinda as if all the Maidens share a memory?" Ruby guessed.

"Maybe," Raine agreed. "There were too many things spread out over too much time to _just_ be Amber."

"But there's something else, isn't there?"

Raine swallowed the lump in his throat as he took a seat on the same bench they shared during Prom.

"Amber... she was there... the day I was left with Urdin when I was a baby, and she called me by name as if..."

Ruby's eyes widened in surprise.

"You don't think..."

"I hope not. It was bad enough finding out everything I knew about my old man was a lie. I don't think I'd be able to stomach the same with my mother."

"But if it's true, and Amber is your mother, that makes it all the more important that we save her," Ruby declared firmly.

He was struck by her conviction.

"Ruby..."

"Raine, I've gone most of my life wishing to have my mother back. I don't want you to be feeling the same thing. And besides, we're Guardians aren't we? We'd help her anyway; it doesn't matter if you're her son or not."

"I know that," he stressed. "It's just... why? Why would they do all of this?"

She gave him wry smirk.

"I think we both already know the answer to that. Our parents did all sorts of crazy things to keep us safe, yours probably more than mine, but they meant well."

"You really think it's that simple?"

"I just think you're over-thinking everything. Now come on; we're not helping anybody just by sitting here moping around, and the night is still young."

She jumped up cheerfully, grabbing his hand as she went. He laughed at her demeanor.

"You're really not gonna let this go, are you?"

"Nope! We got work to do, Raine! Now, where did you put that book?"

"I kept it under my bed with my old man's case before we left for Mountain Glenn, but I doubt we'll be able to do much with the others already asleep."

"We'll just be real quiet like when we go get it, then we go somewhere else so that we don't bother anyone."

Raine raised a brow.

"And where would that be? We might have the week off, but curfew is still in a thing."

"Oh just a little something I picked up from Velvet," Ruby explained. "The library doesn't really have a curfew; it's kinda like one of those unwritten rules for upperclassmen, but it works for us first-years too."

"Huh, is that right? And Goodwitch is ok with that?"

"I don't think she knows about it," Ruby admitted sheepishly. "But if she does, she doesn't come around to kick people out."

It was already late by the time they returned to their dorm room. Raine suppressed a snort as Ruby turned to him, motioned for him to stay put, and put a finger to her lips, her scroll briefly flashing over the lock as it clicked open. With an exaggerated tip-toe motion, Ruby gently pushed the door open and made her way inside, the room engulfed in complete darkness save for the glow of the shattered moon shining through the window.

"Now where did he say he put it...?" she muttered quietly to herself as she rummaged around underneath his bed, her legs sticking out into the open.

Unbeknownst to the young reaper, Weiss, Blake, and Yang were not only awake, but also fully dressed. With unusual silence, Yang hopped down from her bunk and quietly made her way over to her oblivious sister. With a wide grin on her face, the blonde dragon waited patiently for the right moment.

"Aha! Gotcha!" Ruby cheered quietly as she started to pull herself back out, giving Yang her cue.

"Hey sis!" she yelled out obnoxiously.

"Gahh!" screamed Ruby, followed by a groan of pain as she bumped her head against the frame of her boyfriend's bed.

The commotion prompted Raine to rush in and turn on the lights, only to sigh in exasperation when he saw why.

"Well, looks like that cat's out of the bag," he relented as he leaned down to help Ruby.

"Come on, did you two really expect to pull a fast one on us after Ozpin called you in for some secret meeting?" admonished Weiss.

"We expected you all to be asleep by the time we got back," said Ruby as she was finally popped free from under the bed, the old book Arianna had given them in one hand and a cranial lump being nursed in the other. "And Yang, did you really have to scare me like that?!"

"Nah, this was just funner," Yang replied with a shrug and a smile. "So! Gonna tell us what the big secret is?"

Raine shrugged as he helped Ruby to her feet.

"No point in going anywhere now since you guys are still awake."

"It's got something to do with that old book of yours, doesn't it?" Blake guessed.

"It's got everything to do with the book, and more-so," Raine confirmed. "It's a bit of a long story though, so make yourselves comfortable and try to hold onto any questions until the end."

* * *

Cinder Fall rarely ever lost her composure. For years, she had carefully crafted her plan to derail the kingdoms with the most minute of efficiency, but in all that time, despite whatever setbacks she had come across, none had ever been anything more than a mere nuisance. This was the only exception; the Fall Maiden had woken up, and her aura was reacting wildly to it.

The sorceress splashed some water onto her face, a hand squeezing the side of the bathroom sink in a death grip as she tried to calm herself down; her own soul warred violently with the stolen power she had taken from the Maiden. It was sudden and jarring, as if a piece of her was suddenly being ripped out from her chest. Had she not had her own room separate from her two charges, they would have seen all of her in this moment of weakness. Emerald didn't concern her, the girl was utterly devoted and loyal, but Mercury was still a wild card. The cybernetically enhanced kick-boxer was almost as mercenary as his father, motivated only by battle and money. If he had seen her like this, she would lose her sway over him, and that would not be acceptable, no matter how little of a loss it would be in the long run. What had infuriated her most, however, was that she could _feel_ where the Fall Maiden had woken up. She was here, somewhere in the school, but hidden in such a way that she could not track her presence. It turned out Ozpin's arrogance ran even deeper than she thought.

Blazing amber eyes glared into her reflection staring back at her in the mirror. This power belonged to her, rightfully so, and not that weak-hearted fool Amber. Adam would have his war, but she would have her birthright. The pressure she exerted on the air surrounding her sent a crack through the delicate glass of the mirror; her control was slipping. Quelling the fires within as best as she could, Cinder turned on her heel and returned to her bed. She had been patient for this long; she could wait another week. All she had to do was bide her time, play God on some match-ups during the tournament, and let fate take the wheel. Crawling under the covers, she shut her eyes, waiting for a sleep that would elude her for the rest of the night.

It was in her dreams that her memories were strongest, and always that day replayed in her head. Absolute power was so close, it literally sat upon her fingertips, but her arrogance got the better of her. She wanted Amber to suffer before finally killing her, and that dawdling allowed that wretched bird to stop her. An incomplete soul left her body subjected to an endless, gnawing, burning hunger. She could still see it now, those pitiful brown eyes staring up at her in horror, pleading for her to stop.

" _Sister... please..."_ she had begged.

Those two words sent a feeling of loathing throughout Cinder's very being. Amber, the good child, always eager to please her betters and sacrifice for the weak. She held the power to overturn nations and reform continents, and yet she squandered it all away for the peasants of the world; not Cinder. The pyromancer had vowed to bring about great change in the world, and reshape it in her image. Humanity had grown soft and weak in this peace they loved so much; she would tear that peace asunder.

* * *

"You're serious?" asked an incredulous Weiss as she sat back on her bed. "That old fairy tale is real?"

"As real as day," said Raine with a nod. "Ozpin took me, Ruby, and Pyrrha down to see her. He thinks Pyrrha is the next in line to be the Fall Maiden."

"And Amber is like that because someone wanted to steal her power? That's messed up," grumbled Yang.

"How is that even possible? Aura is basically a person's soul; it shouldn't be able to be split like that," wondered Blake as she shook her head.

"Well whomever is responsible managed to do it. What's pretty clear is this; if they get their hands on the rest of that power, we're all in big trouble," Ruby declared.

"Great, so then where do we go from here?" asked Yang.

"First we need to figure out a way to heal Amber. I managed to stabilize her earlier, but the damage is still there. I was hoping this book would give some hints on how to do that," explained Raine as he took the book from Ruby and sat down on his bed.

The girls crowded around him, with Ruby on his right and Yang on his left. Blake and Weiss sat behind them and looked over their shoulders as Raine started flipping through the pages of the aged tome. Much of the first half was essentially a history lesson; it went into great detail about the lost kingdom of Sanctus and the warriors who defended it, but that wasn't what they were looking for. It wasn't until roughly a two-thirds of the way through that they finally caught their first clue.

The chapter was marked with a shield displaying four crests; a blooming rose, a shining sun, an oak leaf in the wind, and a intricate snowflake. The girls listened intently as Raine began to read out-loud.

" _The Four Seasonal Maidens were the original guardians of the world. Since their creation countless generations before the writing of this text, Spring, Summer, Fall, and Winter served as the guiding lights in Humanity's darkest chapters. Beloved by many and respected by most, the Four Maidens brought peace, bounty, and unity to all the corners of the globe, but they weren't without their enemies. As explained in the previous chapters, Humanity was always prone to one fatal flaw; greed. This greed would often manifest itself in many forms, the most common of which being for money, but it also preyed upon those who desired power, and the power of a Maiden was too lucrative for some to ignore. Most met their end quite easily, but every now and then, another would succeed."_

"So this _has_ happened before," ventured Blake. "Amber might be the first in recent history, but she certainly wasn't the first Maiden to be attacked like this."

" _At first it was as simple as slaying the Maiden whose power the individual desired, assuming the ability to slay one in the first place was a simple matter, as the final person in the Maiden's thoughts at the time of her death would inherit her powers, provided that individual was also a young woman. However, as time went on, the Maidens had learned to freely project their powers into a specific individual. The ritual would completely lock away the Maiden's aura, leaving them completely defenseless, but their powers would continue on in a successor willingly chosen and not a random girl that happened to be picked by the Season itself. This did not dissuade their attackers, unfortunately, and a new method was developed by dark sorceresses inspired by the Grimm found in the darkest and deepest pits of Remnant; a spell that became known as Osculum Diaboli, or in the modern tongue, Kiss of the Devil."_

"Wow, angsty much?" commented Yang.

" _Prepared within a medium, traditionally in the form of a glove, and requiring a piece of the caster's soul as payment, the caster would forge a pact with the Ancient Grimm prior to the spell's usage. When applied to a victim, a dark portal will manifest in the palm of the caster's hand, and from it will emerge a tiny creature of Grimm, usually an insect, that will deliver "the Kiss" to the victim's face in the form of a sticky, web-like tar. Once contact is made, a connection between the soul of the victim and that of the caster is created, and the Grimm handling the connection will forcibly remove the victim's aura, and by extension their soul, and transfer it into the caster, effectively replacing the portion that was given in tribute. The end result is a full assimilation of the victim's power, ending with their death. So long as the caster lives, the victim will never be able to move on to the afterlife, and will remain trapped in a tormented existence within their attacker."_

"That's... that's horrible!" cried Ruby. "How could anyone do that to somebody?"

"That also explains the scars..." muttered Raine. "She's not dead though, which means we have a shot of reversing what happened."

" _The first Maiden to fall prey to this new attack was the Maiden of Summer. Her attacker then used her new powers to reduce the great forests of Western Sanus into the vast deserts of modern day Vacuo. She was eventually found and slain by the remaining sisters but the danger was already assured. Once the transfer is complete, it is impossible to revive the victim. The only way to save a victim of the Kiss is to stop the transfer before it completes, in which case the medium will dissipate. Should the caster be killed, the stolen aura will return to the original host."_

"Great! So all we gotta do is find and kill the person who attacked Amber, then everything will be ok!" Yang said confidently.

"And how do you propose we do that? We'd have to find them first, and who knows who or where that is," Weiss pointed out as she crossed her arms. "Not to mention we'd basically be committing murder."

"Is it really murder though?" Yang challenged back with a sing-song voice.

"Yes!" pressed an exasperated Weiss.

"With any luck, we won't have to go looking for anyone," reasoned Blake. "She's eventually going to come looking for Amber. We just need to be waiting and ready for her when she does."

"Exactly; she's not going to settle for only half of her full power," agreed Raine. "In the mean time, we still need to figure out a way to revive Amber. As she is right now, she's completely helpless. There's gotta be something in here that will work..."

"Let's keep reading and see what we find," mentioned Ruby, prompting Raine to continue.

" _With their sister dead and the next Summer Maiden unknown, the remaining sisters sought out the Luxem Empire on the northern continent of Sanctus, and thus forged an eternal pact with their greatest of warriors; the Caelesti Order, or otherwise known as the Silver Eyed Warriors."_

"Caelesti..." murmured Ruby under her breath. "That sounds so cool..."

" _As the name implies, each Caelesti was marked by silver irises, which according to legend denoted a direct inheritance of the power of the ancient, heavenly dragon Auctor. With their divine aura and unwavering devotion to protecting the innocent, the Maidens had chosen the greatest Caelesti to become their Guardians. The Order agreed, and for the next thousand years, until the Empire's collapse, the Maidens could once again walk freely without fear of those who sought to harm them."_

Ruby's eyes sparkled with youthful innocence, the old stories she grew up with about princesses being saved by their knights in shining armor coming to the forefront of her mind.

" _For centuries the Caelesti served faithfully, but as time went on, their service to the Maidens became more personal than spiritual. The more a Caelesti connected their aura to a Maiden's, the stronger that bond became. Some male Caelesti even came to look upon their Maidens as they would a lover, and in some cases, those feelings were returned in kind. The bonds that were forged between these Caelesti and their Maidens were powerful and nigh-unbreakable, allowing them to recover from nearly any injury and deliver a power far greater than anything they would be capable of on their own. For these Maidens, even the Kiss of the Devil held no sway."_

"I got it," interrupted Yang, which drew looks of confusion from her teammates. "All we need to do is have Raine bang Amber, and then she'll be completely healed!"

The silence in the room was so absolute, one could hear a pin drop. Raine's eye twitched maddeningly at the implication, especially if his suspicions about his mother were true. Granted, he hadn't told anyone about this besides Ruby, but the idea that Yang was suggesting was completely out of the question for every reason imaginable. Before either he or Ruby could do something, Weiss had beaten them to the punch when she unceremoniously kicked Yang off of the bed.

"Oh come on, I was only joking! What did you do that for?" whined the blonde brawler as she rubbed her backside.

"You know _exactly_ why I did that," ground out Weiss.

"You still mad about this afternoon?" Yang asked as she waggled her eyebrows, which only made Weiss fume even more.

"Yang..." Ruby started slowly. "What did you do?"

"This degenerate recorded your uncle defiling my sister!" Weiss all but screeched.

"Weiss, it was two consenting adults," Yang tried to reason.

"Pretty sure they didn't consent to you filming them," Blake pointed out flatly.

"You did _what_?!" cried Ruby.

Raine quickly shut the book and got out from between the four girls as they devolved into an argument. He figured now would be as good of a time as any to take a quick shower while they were otherwise preoccupied. He couldn't get the thought of his mother out of his head either; a part of him even wanted to hate Ozpin for keeping this from him for so long, but jumping to conclusions wouldn't help anything. As far as the young Guardian was concerned, his next task was clear; save Amber.

" _Or should I start calling myself Caelesti from now on?"_ he thought wryly as he stripped of his clothes and stepped into the steaming stream of water. _"Talk about destiny giving you a swift kick in the rear..."_

If his musings were right, then just a few more sessions of aura transfer should pull Amber out of her comatose state. He wasn't sure if he would be able to reverse the scarring from the Kiss, but at the very least she wouldn't need to stay stuck in that pod. Of course, she wouldn't be completely free until they found and stopped her attacker, and having her wander around the campus would be out of the question for that very reason. Part of him wished that his only worries should have just been the tournament, but he guessed his Guardian blood wouldn't let him turn the other cheek. This was going to be a long week.

* * *

It was long past midnight when Pyrrha finally returned to her dorm room. Her pulse still pounded from the ruthless training simulation she just ran, and her skin glistened with sweat. It was the only real source of comfort she had at the moment and she made sure to make the most of it. Fall Maiden... how was she supposed to react to something like that? She felt her respect for her teachers dwindle ever so slightly, even though she understood why they had done certain things. Their proposal of how they intended to "give" her Amber's remaining power still made her sick in the stomach; a person's soul was everything that made them who they were, and to force that into someone else defied the very rules of Nature. Words couldn't describe the relief she felt when Raine had stepped in and provided an alternative, specifically by sharing his own soul with the fallen Maiden. He and Ruby were going to become fine Guardians, and while she wouldn't have minded their company had she accepted Amber's power, nothing would replace her own team, and a part of her believed they both knew that.

She opened the door as quietly as possible, mindful of her resting team. Nora, as usual, was sprawled out across her bed, a slight trail of drool hanging down the corner of her mouth, and covers kicked from her feet. A quiet muttering of "Remmy" drifted from her throat, which brought a smile to the young gladiator. The Hammer Maiden was head-over-heels for their resident monk, and she didn't even know it. With utmost care, she set Miló and Akoúo̱ down at the foot of her own bed, and with practiced ease, set to work shedding her armor. She hoped Jaune was as dead asleep as Ren was, if the light snoring from the monk was any indication. Their relationship was growing stronger, but Pyrrha remained ever modest of her body; she simply wasn't ready to take that next step.

" _In more ways than one,"_ she thought to herself as she quickly stepped over to the bathroom, dressed in nothing but her leather undergarments.

Normally she would shower after training, but since she had no one else waiting on her this time, she opted instead for a hot bath. The steaming water felt like heaven on her aching muscles, its warmth lulling her into a state of comfort. She let her head rest against the edge of the tub, her scarlet locks fanning out around her as she contemplated where her life was going.

"Is this what destiny is supposed to feel like?" she whispered to herself.

By the time she had finished, the sun was already starting to peek over the horizon and through the small window of the bathroom; she was up much later than she thought. Drying herself off quickly, she silently thanked that it was the weekend, meaning they didn't have any classes to be present for. She emerged from the bathroom in nothing but a towel, and quickly dressed herself into some sleeping clothes; an over sized white t-shirt and red shorts, but right as she was about to climb into bed, she heard a shuffling coming from Jaune's bunk.

"Hey, everything alright? You've been gone for awhile," he said softly.

The words caught in her throat, unsure of whether or not she should share what Ozpin had told her. Her internal dilemma must have shown on her face, because Jaune climbed out of bed and joined her at hers.

"I... might not be the best the best person to talk to," he started slowly as he guided her to sit down, planting himself next to her on her bed. "But I just want you to know that you were the first person to ever believe in me. You were there for me even when I didn't deserve it, and I can tell that something is on your mind so... I don't know... how can I help?"

She felt his hand rest upon hers, and in that moment she knew what her answer would be. Gently, she rested her head on his shoulder and closed her eyes.

"You're already doing it," she told him simply with a smile on her face, but that smile soon faded. "Jaune... I don't know what to do."

"What do you mean?" he asked.

"Do... do you believe in destiny?"

"I don't know..." he answered truthfully. "I guess that all depends on how you view it."

"When I think of destiny, I don't think of some per-determined fate that you can't escape, but rather something of a final goal; something that you've worked towards your entire life to achieve."

"Ok, yeah. I can see that."

"Well... what if something came along, something big that had the potential to stand between you and your destiny? Something you never, in your wildest dreams, could have expected?"

"I... I don't understand," Jaune admitted.

"Or, what if something came along that could fulfill that in an instant?"

"Pyrrha...?"

"Ozpin told us a lot of things..." she murmured.

"What kind of things? And what do you mean by _us_?" Jaune asked with confusion.

"I wasn't the only one called to his office last night; Ruby and Raine were there too, and the things that we were told could change literally everything we've grown up knowing. For some reason, I feel like I'm going to have to make a choice, a choice that I don't want to make. If I said no, it would put the entire kingdom in danger, but if I said yes, I would lose everything that I am in an instant. My whole life I've felt that it was my destiny to save the world, and now it has become increasingly clear that I was right, but now I don't know anymore if I can do it. Raine told me not to worry about it, told me to just focus on the tournament right now, but I don't know if I can even do _that_."

"Pyrrha, you're not making much sense."

"None of this makes sense!" she pressed, her voice rising but still mindful of her sleeping teammates. "This isn't how this was supposed to happen!"

Jaune didn't know what else to say; he was at a complete loss, but he couldn't just stay silent either.

"Maybe... it's not supposed to make sense?" he ventured carefully, earning a look of confusion from her. "There's not a lot of things that I actually know, but I kinda do know this; there are some things in life that you just do, that you just don't think about. If I had actually thought about coming here to Beacon, I never would have gone through with it, and sure at first it felt like a big mistake, but if I hadn't come here, I wouldn't have met you, and you've made all of this worth it. I guess what I'm trying to say, as corny as it sounds, is that you should just trust in your heart, not your brain. If your heart doesn't feel ready... then just don't do it."

"But... if I don't, then-"

"Pyrrha, you can't help anybody if you don't know how to help yourself. We still have time, and a decision like this doesn't sound like something you should rush into, but when you do make it, I know you'll be ready, and the Pyrrha Nikos I know won't back down. I don't know what it is you, Raine, and Ruby were told, but I think Raine was still right. Let's just focus on the tournament, and when that's all over, _then_ we can sort out all of this other stuff."

He smiled lightly at her.

"It's like when you first started training me and I wanted to go all guns blazing on the first day; one step at a time, ya know?"

In an instant, Pyrrha felt like a weight was suddenly lifted from her shoulders. Wrapping the young knight in a hug, she pulled him with her as she laid back down into her bed, making him stiffen from the sudden intimacy. She simply held on tighter, like he was an old teddy bear from her childhood.

"Hold me... just for a little bit. I don't want to go to bed alone tonight..." she whispered into his chest.

"But... what about the others?" he asked uncertainly.

"I don't care. Just for once, I want to feel like a normal girl, with no expectations and no pedestals to climb. Just be my knight in shining armor and nothing else."

He let out a breath as he relaxed, his own arms wrapping around her.

"Of course... milady."

It was the best night's sleep Pyrrha ever had.

* * *

 **A/N: Whew! SO, another lore chapter for everyone. World-building sometimes feels like filler, but this was necessary for the plot to advance. The book isn't going to be an encyclopedia of answers, but at the very least it's going to give some insight to the history of the Guardians, their connection to the Maidens, and how our heroes can influence the fate of our Fall Maiden. That should be it for build-up. Stay tuned for the Vytal Festival and the Tournament of Four Kingdoms!**


	31. Round 1: Fight!

**A/N: Ok so before we move on to the real show, I would just like to bring some insight into some questions lovely reader Zela has asked. As far as I can tell, the ages of much of the adult cast are being left ambiguous at best, and while the theories are a dime a dozen, anything concrete is yet to be declared by Rooster Teeth.**

 **In the case of Cinder and Amber, I feel quite comfortable making them possibly older than what RT has written down, considering their status as Maidens, or at least pseudo Maiden in the case of the former. It wouldn't be that far of a stretch for them to still look many years younger than they actually are. After all, women age like fine wine; a sorceress or similarly powerful woman doubly so. To clarify, Raine is indeed 17 years of age in this story, putting him on par with most of the student cast. In regards to the criteria for becoming a Maiden, it also hasn't been declared that they _must_ be a virgin to receive the season's power, only a young girl, but I doubt they would have to remain celibate in order to keep their powers. That would be a pretty crappy restriction in my eyes for a power that belongs to the natural world. Sex is natural, everyone.**

 **We'll be exploring more of the lore for that end in later chapters. That being said though, since I'm elaborating on things that have yet to be declared in Canon, I won't be going back to change critical details when the series proper gives its own explanations. That would be one pain in the ass of a rewrite and would derail the entire plot for this AU.**

 **NOW, enough out of me. Back to the fights!**

* * *

"You've been pretty quiet all day. You nervous?" asked Cyan with a smirk.

"You know I don't care for crowds..." Raine replied with a grimace.

"Why not? You seem to do just fine around Grimm," Arianna was quick to point out.

"That's because I can kill Grimm."

"Well technically you can kill people too," Cyan mused out loud.

"You know what I meant," Raine griped in response.

Even down here, he could still hear the roar of the Colosseum that awaited them. With every waking moment spent training, studying, and preparing for Amber's revival, the day of the Tournament had arrived with as much grace as a freight train. He was eager to fight, but was also apprehensive of all the omens that had piled up in the past month. Regardless, this would be a moment to remember.

The Amity Colosseum was nothing short of a technical marvel and impossibility. Titanic in size, the best example Raine could properly compare it to would be a fortress of the same scale as a skyscraper, and it _flew_. Outfitted with state-of-the-art Dust propulsion technology, the massive arena lay suspended high above the Kingdom of Vale. Round in structure and with a diameter large enough to house multiple city blocks, the Colosseum was the ultimate symbol of unity between the Four Kingdoms. It was designed with the shape of an inverted cone, at the tip of which sat an enormous Dust crystal that supplied the arena's power. He remembered being awestruck as he rode the airbus to its docks earlier that morning.

Of course now his thoughts were on something else as the locks of the half-octagon lift they stood upon disengaged. The whirring of machinery signaled their ascent into the arena proper, the elevator shaft dark with limited lighting.

Cyan bounced lightly on his toes, eager to meet their first opponents; he had been studying up on the competition this past week and knew there were many powerful adversaries to clash blades with. Arianna, dressed in the same fatigues she had worn to Mountain Glenn, put herself through a series of stretches, loosening her lithe muscles and working out troublesome kinks that had buried their way between her joints, her sniper rifle hanging on her back in a collapsed form. As for Raine, he did the most logical thing he could think of to calm his nerves; he knelt upon the ground to meditate. Silently, he made a point to himself not to use his eyes during these battles; the entire world would be watching them, and revealing the return of the Caelesti on international television wouldn't be the wisest of moves.

At long last, the lift made its way through the final hatch at the top, revealing to them sun, wind, and the roaring cheers numbering in the tens of thousands. Raine opened his eyes and took in an up-close look of their battlefield. The arena was currently in its default setting; a bare, gray and cream octagon. Multiple levels of audience stands surrounded them, accommodating half of the Kingdom of Vale and a countless number of visitors from around the world. His eyes shifted to the thin line of red closest to the arena, where dignitaries, VIPs, and other competitors sat, his eyes specifically picking out his family from Vale in the crowd. He smiled as all four of the girls enthusiastically cheered them on.

Not even an hour ago, he was seated in that very section as he watched Team RWBY go head to head with Team ABRN from Haven. The girls did him proud with that triple-sweep they had set up and finished, courtesy of Yang. Soon after that was Team JNPR's moment to shine against Team BRNZ from Shade. It was interesting getting to see Brawnz, Roy, Nolan, and May again, having been regular sparring partners years ago. Unfortunately, they underestimated Nora's hammer and ended up as a collective splat on the wall. Team JNPR, he noticed, wasn't present in the stands, but he could probably could guess as to why; Nora always had a voracious appetite after a battle, and to post-pone her victory meal without a snack to hold her over wouldn't bode well for her team. Now he was eager for Team ARC to give a similar show. Speaking of which, he turned his attention to the team they were going to be fighting.

Standing opposite of them was Team SSSN from Haven. Granted, Raine had already met Sun and Neptune, and as such had an idea of their fighting styles, but Ari had to fill him in on the other two.

He first studied Scarlet David, the pirate; an eccentric young man with long, red hair that covered half of his face. Everything about his ensemble stood as a tribute to the buccaneers of old, from his red captains jacket draped over his left side and facial tattoo along his left eye, to the iconic flintlock style pistol and ornate cutlass hanging on his belt. If Arianna hadn't specifically praised his agility and good fortune, Raine probably wouldn't have taken him seriously.

The Pirate's companion, Sage Ayana, looked much more like the classic warrior Huntsman that made up history. He was clad in a white long-coat with asymmetrical sleeves, dark pants clasped with a white belt and gold buckle, and dark boots. Like his buddy Sun, Sage also forsook a shirt, leaving his sculpted form bare. A pair of wing tattoos were etched across each pectoral, and a tattooed ring of roman numerals were etched into his neck. Strapped to his back was an impressive greatsword, making him the resident powerhouse of the team.

"You ready to get stomped into the ground, Raine?" declared an eager Sun Wukong as he thrust a fist out towards his opponent. "Don't think my little sister being on your team is going to save you."

Arianna snorted at his bravado.

"We _both_ know which one of us is stronger. Besides, unlike you, Raine doesn't need babysitting."

Sun sputtered in response.

"What's that supposed to mean?!"

"Really?" Ari replied flatly. "If I wasn't around holding onto your collar, you would have ran off looking for a double homicide that didn't exist, or whatever it was you called it. Triple? Quadruple? Any of that ring a bell?"

"You're just jealous that Neptune and I make great detectives," her brother boasted as he puffed out his chest.

Seated at a desk up in the announcer's booth, Professor Port and Dr. Oobleck launched into commentary of the battles that had occurred so far.

"Shade has got to be reeling from that astounding quadruple upset in that last round," explained Oobleck as he leaned forward towards the camera, a snapshot of that knockout punch appearing on the screen behind him. "But this next battle ought to have them sitting on the edge of their seats, because today we have a special treat to greet us. Returning from over a year of hiatus is the legendary Team ARC! Renowned for being undefeated in Vacuo's regional competitions, this trinitarian cluster of speed, power, and grace is sure to give their opponents a real run for their money."

"Ah, but that doesn't mean that their opponents are anything to slouch at," countered Port. "For they are going up against some of the toughest, testosterone filled teammates we've seen so far. I am of course speaking about Team SSSN! Sun Wukong and his team are an absolute force to be reckoned with, and while today he is representing Haven Academy of Mistral, I have no doubts that his friends and family back in Vacuo will continue to cheer him on!"

Out in the stands, there was no shortage of portraits and cheer signs for either side, especially in the case of Team SSSN as each young man's visage was plastered with hearts, specifically Sun's abs. Ruby put on a smug smile when she saw several pictures depicting a younger version of her boyfriend. Looks like Arianna wasn't joking after all about how much attention her fellow Caelesti used to get back home, and now he was all hers.

"Good luck, Neptune!" waved Weiss, much to the amusement of her teammates.

The hacker waved happily to the screaming stands, a bright grin plastered on his face, but stopped when he finally laid eyes on his best friend's sister.

"Arianna, it's been awhile. You're looking as lovely as ever," he complimented as he put on his best suave-guy voice, complete with finger guns.

Ari raised a brow at his demeanor; she really hoped Weiss was paying attention to this.

"Now remember pretty lady; hands _above_ the waist," he continued, earning a slap on the arm from Sun.

"Dude come on, that's my sister!" Sun reminded with a twitch in his eye. "Ari, just ignore him. He's... yeah, he's dumb."

His sister shook her head in amusement as she lowered herself into a combat stance, Neptune winking at her suggestively.

"Birds of a feather..." she started.

"Flock together," Cyan finished for her.

Up in the stands, Weiss was fuming, her earlier support evaporating in the blink of an eye.

"Smash his stupid face, Ari!" she yelled out.

Raine remained silent as the massive screens at their backs lit up with a roulette wheel of environments. He glanced over his shoulder as the first one rolled to a stop, a smile growing on his face.

"Nice! Home-field advantage!" Cyan said approvingly as half of the arena transformed into a desert, complete with a small mountain, several rock formations, and a glaringly bright, artificial sun.

"I hope I don't get sand in my shoes..." muttered Scarlet as he tapped the floor with his toes.

"Don't get too cocky! That's my turf too!" Sun boasted proudly, not noticing the board behind him grind to a halt as well.

"Oh cool, the ocean!" Arianna announced happily, knowing full well what that meant for her brother's team.

"... huh?" asked a suddenly terrified Neptune as he spun on his heel.

Sure enough, the sight of a beach with miniature islands, palm trees, and even an anchored pirate ship was waiting there to greet him, his blood running frigid cold and his eye twitching madly.

"Oh no..." sighed Blake as she brought a palm to her face.

"What's wrong with him?" Yang asked curiously.

"Neptune's... afraid of the water," Blake answered hesitatingly.

"How though?" questioned Weiss. "His name is literally _Neptune,_ you know... like the old God of the _Sea_?"

"It comes with all the tech," explained Blake. "He's basically a walking power surge waiting to happen."

Neptune completely zoned out in his terror, barely noticing Professor Port count down the start of the match. As soon as that buzzer rang out, he bolted in the opposite direction with speed that would rival Ruby and Raine at their fastest, and quickly took his place on a ledge near the top of the mountain.

"Neptune! What are you doing?!" roared Sage.

"O-oh y-y-you know... just... getting the high ground advantage!" the hacker stammered out.

"On the _enemy's_ side?!" asked an incredulous Sun.

"They'll _never_ expect it!"

Arianna shrugged and shared a look with her teammates.

"He's not wrong," she admitted, prompting Raine to sigh in exasperation.

"Arianna, get him down from there. Cyan, let's give her some room," he ordered.

"On it," replied the giant as they jumped into action.

Cyan immediately engaged Sage as he landed, Baal cocked back for a punch which the swordsman effortlessly met. A shockwave erupted between the pair of massive warriors when their weapons connected, the force of which blasting away sand in all directions. Sage pushed back in retaliation, forcing Cyan to shift backwards and reset his footing. His opponent advanced after him with a heavy, two-handed slash. A second shockwave erupted as the two titans clashed. Cyan let a smirk grow on his face; this was going to be fun. With a roar, Sage channeled his aura and swung with wide arcs, Cyan backpedaling towards the desert as he parried each slash.

Long, sweeping slashes from Sage dug trenches through the sand, throwing up a haze of gold in the air surrounding them. Cyan's claws extended to their maximum length so that he could parry properly, an impressive three feet, making them nearly as long as his leader's sword. Fists clenched, he roared with his retaliation, swinging with a back-handed punch and clashing heavily with Sage's sword. The impact sent a shockwave rippling across the arena, the ground beneath their feet cracking from the force. Shifting his stance, Cyan caught Sage's blade between a pair of claws and, with a twist of his wrist, sent him stumbling off-balance. He quickly stepped forward into the new opening, punching heavily into Sage's stomach and driving the wind from his lungs. Sage lurched forward from the impact, his opponents claws retracting once more as Cyan moved forward into a grapple, burying his shoulder where his fist had struck mere seconds before. Reaching forward with his hands, he gripped around Sage's knees, lifted with his impressive strength, and drove the swordsman into the dirt with a double leg take-down. Sage gasped out as he hit the ground, but was hardly stunned enough not to retaliate. He rolled with the throw, gripping his blade strongly in both hands and swinging mightily as he bounced back onto his feet. The swing was enough to force Cyan back for safety, and the two mighty warriors resumed their clash.

Back in the center, Raine landed between Sun and Scarlet, Tempest drawn and immediately split into its dual form. The Caelesti moved with a blur as he danced between his two adversaries, Sun spinning intricately with his staff and Scarlet lunging like a fencer as he prodded at Raine's steel defense. A rapid staccato of steel ringing against steel filled the arena, the three combatants' speed and dexterity bringing awe to the millions that watched. Raine grit his teeth as he blocked a falling attack from Sun with his left blade lifted in a high guard, the young man having jumped up into the air and using gravity to his advantage, gripping his staff with both hands and swinging like a hammer. Raine's right hand spun as he parried another swipe from Scarlet. Eager to gain some breathing room, he spun on his heel, sending the pirate stumbling away off-balance and simultaneously lashing out with a side kick at Sun, his heel catching the monkey Faunus in the stomach and sending him tumbling away. Clear of both his opponents, Raine made a retreat towards the water, with both Sun and Scarlet quickly recovering to pursue.

Up on the mountain, Neptune crouched down to sight in with his rifle, his cross-hairs immediately settling on the bulky form of Cyan. Too wrapped up in lining up his shot, he barely noticed Arianna landing lightly behind him.

"Whatcha looking at?" she asked cheekily, causing him to jump with surprise.

Neptune spun on his heel, his rifle quickly extending into its guandao form, the blade of which sparking menacingly with electricity. His right hand gripping tightly, he swung with a backslash at his surprise opponent, but Arianna was ready for it and promptly flipped back towards safety. Her chains extended from within her bracelets, and as she landed on solid ground, she immediately lashed out with their barbed tips. Neptune gulped down the lump in his throat as a chain came dangerously close to his face, the hacker quickly spinning his guandao to knock aside the second. It became painfully clear to him that he had little to no room at the top of this mountain, and that he would need to improvise if he was going to win this duel. He sidestepped to clear his six from a dangerous fall, spinning in a corkscrew as he vaulted over a second swing from Ari's Arachnae's Kiss. Time seemed to slow as he watched the chains miss him by mere inches. Taking advantage of her opening, Neptune rushed forward as he landed, thrusting rapidly with his blade.

"Seriously, why were you flirting with me? Aren't you with Weiss?" Arianna asked as she shifted and dodged around his attacks.

"Oh come on," he whined. "It wasn't really flirting, more like banter between old friends!"

"I doubt she thinks the same," Arianna pointed out as she nodded into the crowd.

Neptune shuddered as he looked into the direction Arianna was pointing. He could barely see the Heiress, but the glare she was giving him felt very real and tangible. His lapse in concentration was all the opening Arianna needed to whip her chains back around, wrapping them securely to Neptune's guandao. The sudden counter-force literally yanked him from his stupor, and the hacker found himself pulled from his feet. Arianna readied a follow-up palm thrust as he flew to meet her, but he spun with the force and countered with his feet, planting them heavily into her chest. She gasped out from the blow, knocking back heavily into the mountainous rock behind her.

What followed was an awkward tug-of-war, with neither combatant willing to give up ground. Looking over his shoulder, Neptune got an idea as he wrenched her to the side.

"Please don't hate me for this," he said nervously, her eyes widening in realization.

Neptune enhanced his pull with aura, lifting her from her feet and soaring over the edge of the cliff. She glared at him as she fell; two could play at that game. With a pull of her own, the chain grew tight from the force, the hacker noticing too late when he was pulled with her. Quickly retracting her chains as they fell, Arianna reeled him in like a fish, planting her own feet into his chest as he met her in midair. She managed to maneuver him underneath her with their tumble, just in time for landing as they met the ground, the impact driving the wind from his lungs and reducing his aura meter by half.

"Oh! And a vicious throw from Arianna Wukong!" announced Doctor Oobleck as he lowered his spectacles. "Young Neptune is going to be hard pressed to recover from a landing like that!"

Said hacker's head spun as stars danced in his eyes, his blurry vision barely registering Arianna as she leaned down with a little smile on her face.

"Word of advice honey, for the future," she told him sweetly. "Don't flirt with other girls in front of your girlfriend. We all stick together."

Thinking she was in the clear, Arianna turned to help Cyan, unwisely letting her guard down against what she thought was a downed opponent. Neptune capitalized on the weakness, reaching into a pouch on his belt and pulling out small, pronged contraption resembling a stun gun. With a flick of his wrist, he threw it at Arianna, catching her in the back and sending a surge of electricity through her body. She barely choked out a pained gasp as her limbs suddenly locked up; she fell backwards into the sand, stiff as a board. He sighed in relief as he pulled himself back to his feet, wincing from a cracked rib or three.

"Word of advice, pretty lady," he echoed as he walked past. "Don't leave a guy hanging without finishing him off."

"Bastard!" she forced out between gritted teeth, her aura and movement effectively locked down.

"In an impressive turn of events, Neptune Vasilias has somehow disrupted Arianna Wukong's aura flow! Things are not looking good for Team ARC now that a 3v4 battle has been reduced to a 2v4!" came the booming voice of Professor Port.

Weiss beat the armrests of her chair furiously, her face livid at not only Arianna being bested by who was quickly becoming her ex boyfriend, but also at the suggestiveness of his comment. As Port announced this turn of events, the aura meter next to Arianna's face on the scoreboard became highlighted with a long, red X.

"Wait what?!" yelled Cyan as he turned to his downed teammate, his blades locked with Sage's sword, the edge of which caught between a pair of serrated claws.

"That's what's great about Neptune," Sage chuckled. "He's hardly a fighter like we are, but he's always got a trick or two up his sleeve to even the odds."

"In that case, I'd better stop wasting time," Cyan growled in response.

Rearing his left hand back in a clenched fist, he threw a heavy punch at Sage's head, but the swordsman was waiting for it and deftly caught the blow with a hand of his own.

"Sorry, but you're not going anywhere," Sage declared through gritted teeth, to which Cyan only smirked.

"Good."

Leaning backwards, the giant threw a vicious headbutt into Sage's face, shocking the swordsman with pain. Cyan repeated the action, intent on blinding his opponent with the searing sensation of a broken nose. A third blow soon followed, then a fourth, rocking the swordsman backwards with each successive blow. Switching tactics, Cyan adjusted his grip and yanked Sage forward, a sharp whiplash jolting his head. Wind was driven from the man's lungs as a heavy knee from Cyan found itself buried into his abdomen. With a roar, the giant began pushing Sage backwards to the edge of the ring.

"Damn, I never expected Cyan to be that brutal with his opponents," commented Yang as she sat on the edge of her seat.

"Yeah, Raine told me a bit about him," Ruby added. "Cyan was always the power house, but also a bit of a troublemaker. He had a bit of a reputation at Shade for being a bit ruthless with his opponents. It took Raine and Ari about a year to reign him in."

" _That's_ how he is reigned in?" asked an incredulous Weiss.

"I'd hate to see how he was beforehand," muttered Blake. "I hope Sage will be ok."

By now, Sage was literally teetering on the brink, his nose throbbing and trickling a steady stream of blood, and his eyes squinted and watering from the pain. He nervously looked over his shoulder at the 30-foot drop that waited for him.

"End of the line, big guy," Cyan chuckled under his breath.

"And what makes you think that?" Sage forced out in defiance.

"Because I always fight to win," Cyan replied simply.

In another show of strength, Cyan pulled to his left and swung Sage like a rag-doll, smashing him against the ground multiple times and whittling his aura down into the red. Dazed and confused, Sage barely had enough time to scream as he was unceremoniously tossed out of the ring. He crumpled as he hit the ground, allowing unconsciousness to overtake him.

"And a brutal elimination made by Cyan Gideon!" announced Port with a booming voice. "Sage Ayana is going to have one doozy of a headache in the morning!"

Equal cries of both dismay and joy erupted in the stands, distracting Cyan from the battlefield around him.

"Sorry, but you were wide open," came Neptune's voice from behind, prompting the giant to turn and face him.

"What's that supposed to mean?" asked a confused Cyan, when his eyes fell to a small, round, beeping contraption rolling towards him. "Oh son of a-"

He didn't get to finish that remark as the grenade detonated with a sonic blast, sending the giant careening head-over-heels out of the ring. He hit the ground with a thud, growling at his own stupidity. A venomous glare bore into Neptune, the hacker laughing nervously at his second elimination. Cyan shook his head and took a deep breath; as angry as he was for losing, he couldn't blame the guy for taking advantage of an opening. The giant knew he would've done the same.

"Incredible!" announced Oobleck. "Neptune Vasilias has quickly become his team MVP! Could this be the very first defeat of Team ARC?"

Back in the arena, Raine was left on his own as he fended off a pincer maneuver made by Scarlet and Sun, the two adversaries trapping him upon the mast of the ship. He groaned as he heard the announcement come from the loud speakers, his body shifting back and forth as he parried away his opponents' attacks. Thinking fast, he timed out the rhythm of attack Sun was making with his staff, patiently waiting for window; he found it when he watched the monkey faunus telegraph a strong, two-handed swing. Sure enough, Sun brought his staff swinging forward like a baseball bat, intent on knocking Raine into the waters that awaited at the bottom. At the same time, Scarlet was lunging forward with his fencing, forcing him to step closer towards his opponent, an opponent who suddenly was no longer there.

Raine shifted his feet and stepped off of the mast, dropping down smartly onto the deck below. Sun was too late to stop his attack, confusion and then shock decorating his and Scarlet's features as he ended up smacking his own teammate in the face. Scarlet found himself in free-fall with a panic induced scream, his limbs flailing and hands grasping in futility at the rigging just barely out of reach. Raine was waiting for him, and with a Semblance boosted jump, intercepted the falling Scarlet with a spinning roundhouse kick. The force of the kick was amplified by the wind, carrying the shocked pirate out of the arena. A buzzer rang out as he hit the ground.

"Yes!" squealed Ruby as she jumped in her seat, earning a giggle from her sister.

Sun stood stock-still for a moment, dumbstruck over what had just happened. He narrowed his eyes as he regained his composure.

"You're gonna pay for that," he yelled out.

"Rain check, no pun intended, while I go rescue your sister! Again!" Raine answered as he took off sprinting for his downed teammate, prompting Sun to give chase.

Yang couldn't contain herself as she clutched at her sides.

"He said rain check," she snickered obnoxiously, to which both Weiss and Blake fixed her with a flat, unamused stare.

Sun swore as he slammed his hands together mid-sprint, a trio of golden copies erupting from his form. He'd be in big trouble if Raine managed to get Ari back into the fight; he wasn't cocky enough to think he'd beat them both without Neptune. Speaking of which...

"Neptune! Could use some help here, buddy!" he yelled as he chased Raine through the still waters.

"No can do, man! I got this sector under lock-down!" Neptune answered as he pointedly kept his back to the water, keeping a steady eye on the desert half of the arena.

Sun groaned out in frustration.

"What are you talking?! There's nothing to lock down!" he yelled back, swinging his arm in irritation.

"Lock-down! Got it!"

Raine sent a silent thank you towards the hacker for being so deathly afraid of the water. He spun and backpedaled as he met his blades with the golden doppelgangers pursuing him. A parry and a slash took care of the first two, and a second spinning slash disposed of the third. In retaliation, he sent a powerful gust of wind at Sun, sending the monkey faunus tumbling back into the water, buying him precious few seconds to help Arianna.

"Where did he hit you?" Raine asked as he slid to his knees in the sand.

"Lower back," she managed to grind out, prompting him to roll her over onto her side.

It was easy to pick out; a small, rectangular contraption with barbed prongs to hook it into her skin. She winced as Raine pulled it free, her aura quick to heal the punctures. A small line of electricity sparked between the prongs, prompting Raine to toss it aside and help her to her feet.

"Neptune, I need covering fire now!" roared Sun now that he was left to deal with both Raine and Arianna.

"Alright alright, fine! Just... don't go near any water!" Neptune yelled back as he hefted his rifle and opened fire from his perch.

Raine and Arianna jumped clear as electrified, blue bolts of plasma rocketed towards them, the super-charged blasts glassing the sand upon impact. His two targets ran with aura enhanced speed across the artificial dunes, their forms blurring to any untrained eye. A stray bolt flew dangerously close past Arianna's cheek, her hair standing on end as a tendril of electricity flicked across her perspiring skin. She jumped to avoid a second blast, with Raine tucking into a roll as he was narrowly missed by a third. They took cover behind a large boulder to catch their breaths.

"Ari, tell me what we have to work with," said Raine as a shower of dirt and gravel peppered them both.

"I took out most of his aura. I shouldn't need much more to take him down," Arianna explained.

Raine took a quick peek over the boulder, hastily assessing their enemies' positions as a plan worked itself through his head. Another volley from Neptune forced him behind cover soon enough, but he already had an idea.

"I think we should pull one of our vintage maneuvers," Raine suggested, making Arianna raise a brow in curiosity. "The downside is that Cyan isn't available to provide the lightning this time, but it should work regardless now that I got much better control of my Semblance and your chains are complete. We aim for Neptune first, then when your brother moves in to help him, I'll knock him towards you. Then... Cyclone."

Arianna formed a knowing smirk.

"You're crazy; I like it."

Raine smiled back at her, mindful of the growing disdain in the crowd from the sudden drop of action.

"On my mark..." he said quietly.

"Come on you two; quit hiding and let's finish this," challenged Sun, his staff held at the ready.

"Mark!" yelled Raine as the two of them vaulted out from behind the boulder.

They made a beeline for Neptune, the hacker hastily bringing his rifle back up into his shoulder, his finger a blur on the trigger. Fear grew in his eyes as his attackers evaded his barrage, their forms twisting and spinning around each bolt. He backpedaled as he fired, desperately trying to keep some distance, but it was hardly sufficient considering the pace Raine and Arianna were pulling. Only the form of Sun moving in to intercept Raine gave him a modicum of relief, but that still left Arianna to deal with. His rifle contorted into a third form; a trident. Once again, he was getting roped, or in this case chained, into another brawl.

Raine raised his twin blades to meet Sun as the monkey boy moved to intercept, their weapons clashing with a furious clang. The blonde wasted no time and quickly pressed into an attack, spinning like a yellow typhoon, his staff a red and golden blur as he rapidly lashed out with an intricate flourish. Knowing he had to take advantage of this attack as much as possible, Sun collapsed his staff into Ruyi Bang and Jingu Bang, the gunchaku erupting with a storm of shotgun blasts. Rounds ricocheted between the two fighters as Sun swung wildly, spending the entirety of his arsenal into Raine's face. Unfortunately, like with Torchwick that night at the docks, Raine was fast enough to mount an effective defense and ready a counter. He thrust forward with one blade through an opening in the barrage while his other remained back to guard his face. The sudden stab forced Sun to jump back and reform the gunchaku into his staff. Bringing his blades back to his sides and level with the ground, the Caelesti focused his aura into the runes, their forms glowing with a bright, blue light. Crouching low, he launched himself into the air, and gaining impressive height over Sun, spun back to the ground with a somersault. He swung forward with Tempest as he landed, a pair of crescent-shaped energy blasts erupting from its edges.

"Whoa!" Sun yelped in alarm as he used his staff to vault over the unexpected attack, the deadly waves cutting deeply through the ground.

Sun's new position was exactly the set up Raine needed for their finisher. With a smirk, the Caelesti sheathed Tempest and clasped his hands together. Crouching into a deep, horse stance and bringing his palms to his side, he thrust both palms forward with a powerful gust of wind, blasted Sun towards his sister as she danced with his teammate.

Arianna moved in close, keeping her chains retracted and wanting to make the rest of this fight more personal. She ducked low and to the right as Neptune's trident passed over her shoulder. With a yell of her own, she struck forward with a rapid series of punches, the hacker coughing from the impacts as she pummeled into his abdomen. She finished the assault with a back-flip, her foot catching him heavily in the chin and sending him airborne. As if it was a perfectly rehearsed performance, Sun came flying forward into Neptune, the both of them falling to the ground in a heap. Now was their chance.

"Raine! Heads up!" Arianna called out to him as she turned and whipped her chains forward.

"I got it!" he answered as he wrapped them securely around his wrist, mindful of the barbs at the tips.

With his free hand, he loaded a wind crystal into Tempest's hilt, its bade becoming wreathed with razor sharp currents. With the chains pulled tight, Raine took off sprinting at full speed, circling his opponents and his teammates in a growing cyclone of sand and wind. Pulling hard with a counter-force, Arianna spun with him and, as their speed escalated, she let the centrifugal force carry her teammate up into the miniature tornado they created in the center of the ring. His Semblance, combined with a wind crystal, generated a roaring cyclone that completely swallowed up the two hapless young men of Team SSSN. Desperate to stay grounded, Neptune planted his trident as deeply into the floor as possible, but with Sun clutching his fingers fiercely to the the hacker's jacket, the extra weight was more than enough to rip the trident free. With screams that would not have been expected from a pair of strapping, healthy young males, Sun and Neptune were carried off into the funnel of the over-charged dust devil.

Outside of the ring, Cyan was laughing uproariously as he keeled over.

"You magnificent bastards!" he howled with glee as he watched Sun and Neptune get thrown out of bounds, signifying the end of the match.

"YES!" the girls of Team RRWBY cheered as they jumped up from their seats.

They weren't the only ones as the thousands of spectators here at the Colosseum, and the millions around the globe watching on their holos, shared in the infectious celebration, their collective cheers erupting with an earthshaking ferocity. Back in the Arena, Raine and Arianna let the momentum expend itself, the former letting the chains loose and gracefully fell back to solid ground.

"Well... we did it," Arianna told him with a smile as he righted himself next to her.

"Yeah, and I didn't destroy anything this time," Raine answered happily.

They shared a laugh of their own, not noticing Cyan bounding up heavily behind them. They laughed even harder when he draped his massive arms over their shoulders. As one, Team ARC raised their fists to the sky, drinking in the moment of their screaming fans, but only one thing really mattered to Raine. It wasn't the praise or the glory, it certainly wasn't the posters that were plastered with his face, and he had already long-since tuned out the booming voice of Professor Port on the loudspeakers. No, every ounce of his attention was focused on a young girl in red with silver eyes beaming down to him from the front row.

* * *

"We did it!" cheered Ruby as she jumped for joy, only to collapse back to her feet and into Raine's arms with a loud and obnoxious growl from her stomach.

"Is anyone else starving?" she groaned out.

"I may have worked up an appetite," agreed Blake, her hands behind her head, which quickly shot down to her stomach as it let out a growl of its own.

"Gee, if only there was someplace on campus to get food around here," came Weiss' sarcastic remark as she held out her hands. "Oh wait."

Following the match, Teams RWBY and ARC found themselves at the fairgrounds in the parks surrounding the Academy, the same fairgrounds Ruby and Raine had gone to for their date mere weeks ago. The myriad of mouth-watering scents certainly didn't help to curb their appetites.

"It's ok Weiss," said Ruby as she put a hand on her bestie's shoulder. "I forget about the fairgrounds sometimes too."

"I was being _facetious_?" replied an exasperated Weiss.

"What the- if you were hungry then why didn't you just say so?!" sputtered Ruby as she threw her hands up in the air.

"As long as we can fill up without much of a wait. Swinging this big lug around is a lot harder than it looks," Arianna complained as she smacked Raine on the back, much to the young man's chagrin.

"Come on, I know just the place," waved Yang as she started walking.

"Noodle shop?" suggested Cyan with a smirk.

"Noodle shop," Yang answered with a smirk of her own.

The young hunters-in-training made their way through the crowds as Yang led her friends with her nose, though Weiss lagged behind a couple paces as her scroll started ringing. Pulling the contraption from her pocket, a grimace settled on her face when she saw that it was her father calling. Her nose wrinkled with irritation, she shoved the now silenced phone back into her pocket and caught up to her team.

"Hey! It might be a bit hard to eat without this!" came a feminine voice from behind their backs.

Startled by the sudden presence, Raine spun on his heel, his left hand yanking out of Ruby's own and shoving her behind him, while his right immediately went to Tempest at his belt. What faced him was a mocha toned jadette his age with a small, red, leather wallet held between her fingertips.

"Whoa now, easy there warrior. It's just a joke," Emerald quickly explained with a smile on her face as she backed up a step.

"Raine, it's ok. I know her, she's cool," Ruby clarified to calm him down as she rushed up to say hello to her upperclassman.

"Thanks Emerald! I must have dropped it; man, girl pockets are the _worst_!" Ruby lamented as she took her wallet back.

"Sorry I reacted like that," Raine apologized as he let himself relax a bit, "but I'm not used to people sneaking up on me."

"Yeah, I've been told I'm pretty light on my feet so I'm sorry for spooking you," Emerald laughed sheepishly as she held out her hand. "Hi, I'm Emerald Sustrai; it's nice to meet you."

"Raine," the Caelesti replied as he firmly shook the offered palm. "Ruby and Yang have mentioned you and your team a couple times, but I guess we haven't been properly introduced yet."

"What's up, Em?" Yang asked cheerfully.

"Just left the stadium after watching your incredible fight. All of you guys are going to blow away the competition," Emerald praised.

"Oh stop it, shut your stupid little face..." Ruby muttered bashfully.

"Get it?" suggested Yang as she nudged Cyan in the side. " _Blow_ away?"

"Yes, the play on words was not lost on me..." he muttered as he pinched the bridge of his nose.

"Yeahhhh..." Yang breathed out happily with a little fist pump.

"We heard your team progressed to the next round too," mentioned Blake. "How'd the fight go?"

Emerald scrunched up her face as she thought back to their record-setting knockouts. She, Mercury, Cinder, and Neo absolutely crushed the opposing team within half a minute, a quartet of young ladies from Vacuo named NDGO. In hindsight, Emerald actually felt sorry for them, since they didn't really give the girls a chance, and Mercury's blatant, crass comments in his attempts to woo them on international television only added insult to injury. At least Neo, dressed as a gothic lolita, saved them some dignity by stomping on his foot, an act he had to play along with so that he didn't draw attention to his prosthetics.

"Really well," Emerald decided to settle on for her answer.

"That's great! Why don't we all get some victory food together?" offered Ruby.

"Oh! Gosh, that's... really sweet of you and all, but my teammates are all kind of... introverted," Emerald declined awkwardly as she glanced over her shoulder.

There stood Mercury at one of the souvenir stands, picking up a cowboy boot that was on display and taking a whiff of the inside; he placed the boot back down on the counter with an intrigued look on his face.

"Yeah... reaaaally socially awkward," Emerald clarified.

"Oooh yeah... I can see that..." Yang agreed.

"So yeah," continued Emerald. "It looks like Merc and I are headed to the doubles round. How bout you guys?"

"Well, as the leader of this team," started Ruby, "I thought long and hard about this decision-"

"We put it to a vote," corrected Weiss.

"I-I mean well yeah, I _decided_ we put it to a vote," Ruby stumbled.

"We voted for Weiss and Yang," supplied Blake.

"I will happily represent Team RWBY," Weiss said confidently with a curtsy.

"Yeah, we're gonna kick some major butt," agreed Yang as she knocked her fists together, causing Emerald to laugh.

"Well if Mercury and I see you down the line, don't expect us to take it easy on ya," she warned with a smile as she turned to Raine. "How bout you guys?"

"That one's a surprise. You'll just have to wait and find out," he answered with a shrug.

"Alright, well we're gonna go catch some more fights. See you later!"

"Have fun!" Ruby called out as they went their separate ways.

As soon as her back turned, Emerald's smile vanished, replaced with a look of vexation, the girl pointedly ignoring Mercury as he fell into step with her.

"So how are the new _friends_?" he asked, making air quotations on that last word.

"I hate them," she answered flatly.

"Orders are orders."

"It's just... _how_ can they be so _happy_ all the time?!"

"Did you at least get what we wanted?"

"It's the heiress and the bimbo."

"And what about Zaffre's team?"

"He didn't say; just said it was a surprise and left it at that. His teammates aren't stupid either; the big one and the monkey obviously recognized me."

"Ah well," Mercury said with a shrug. "It doesn't matter if they recognize us, and if they tell anyone, they've got no proof to go with it. At least now we got an idea of what we're dealing with."

"Either way, we'll have to be careful. If he uses his eyes, my illusions won't mean anything."

"You don't have to use it on him, just his teammates. Besides, it's not like he _knows_ what to look for."

* * *

 **A/N: So going into this thing, I had no clue that a single scene would be that long. Team fights, I have learned, are far more tedious to write and describe as opposed to duels, pairings, or even crowded battlefields. Still, I pushed through to get this release to you guys before the week starts.**

 **One of the things I would have loved to see in the series was more of Neptune. Considering RT kind of just left him in the shadows cast by the Sun (eh? :D) I really wanted to give him a good spotlight in a way I think would have worked in canon. How might a tech guy with a knack for computers would manage in a down-and-dirty brawl? Once I got rolling, it all kind of pieced itself together. His eccentricities and hydrophobia were the perfect set up to make him an underdog which, as we have seen, led to Arianna and Cyan grossly underestimating him.**

 **In regards to the swap in match-ups, I picked a slot that was filled in by a team with little impact to the overall plot (sorry NDGO fans!). While it's pretty cool that a fan-made and fan-voiced team was brought into the lineup, the fact that they only appeared for one episode and didn't even stick around for the volume finale made it pretty clear to me where ARC should be placed. So instead, they were put up against Cinder's Team CMNE (Carmine), whose opponents we don't even see. Besides, Sun has been wanting to get back at Raine this whole time!**

 **Anyway, I hope everyone enjoyed the start of the Vytal Tournament! See you next time, and review!**


	32. Moment of Truth

**Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"So, anything I should know about?" Raine asked his team as they continued to the noodle shop.

"Yeah," Cyan answered gruffly. "But we'll fill you in later. Right now I just want to get some food."

The girls minus Arianna gave the pair odd looks, but ultimately chose not to pursue it when the wafting smell of broth caught their attention. Eyes fluttering closed, Yang let her arms go limp as she let herself be drawn away by the heavenly aromas, forcing her friends to hurry their pace in order to keep up. As the aromas grew stronger, Jaune's sudden and cheerful voice broke the blonde out of her ramen induced stupor.

"Hey guys, glad you could make it! Wanna join us?" Jaune offered as he waved to them.

As it turned out, Team JNPR had picked the same noodle stand for their own lunch, their orders sitting in front of them while Nora voraciously tore into her own bowl.

"Is that stand going to fit all of us...?" asked Raine.

"Of course it is, don't be silly," Ruby answered him as she dragged him over.

The benches surrounding the stand became packed as both RWBY and ARC did their best to squeeze in with such limited space. Pyrrha put a hand over her mouth to keep from giggling out loud as her friends struggled to get situated. What resulted was Yang sitting at the corner next to Jaune, with Cyan squeezed in between her and Arianna, the giant glowing with embarrassment as he found himself sandwiched between the two buxom blondes, a fact that seemed to amuse both girls endlessly. Next down the line was Ruby who didn't seem at all bothered by the close accommodations, her attention focused solely on the steaming pot of broth sitting on the stove in front of her. Naturally, Raine settled in next to his girlfriend, his eyes scanning over the menu over the stove as his mouth began to water. Next to him was Weiss, shrinking into herself to keep from touching either of her friends as much as possible, the Heiress not used to this lack of personal space. At the end sat Blake, waiting patiently for the cook to come out from the back. If not for the other patrons seated on the last bench, they would have been able to spread out more comfortably.

Confusion soon settled on Raine's face as a familiar old man wearing a red apron came out to greet them.

"Hold on, don't you own a Dust shop in town?" the Caelesti questioned, to which the man laughed.

"Good to see you again," he greeted. "Yeah, retirement left me with more free time than I can spend, and with all the kids doing their own things out in the world, running a couple businesses makes things a little less boring. So, what can I get you youngsters?"

"I'll have a bowl of the regular, please," said Yang.

To Raine's bewilderment, a bowl was suddenly thrust onto the counter in front of Yang.

"Ooohhh..." cooed Ruby. "I'll have the same."

With equal speed, a second bowl landed in front of Ruby, a broad smile forming on her face.

"I'll take a large with extra pork," said Cyan.

A massive bowl piled high with pork cutlets slid in front of the giant. He eyed it ravenously as his own chops salivated.

"A small miso with chicken for me," Arianna said sweetly, as a much more modest bowl was set in front of her.

"I'll take beef with extra everything," Raine finally chimed in.

The Caelesti had to work to keep Ruby from trying to steal a bite as his order landed in front of him, packed with beef cuts and vegetables of all sorts, one hand keeping her back as her arms flailed at his bowl.

"Behave, and I'll share," he chided her, making her pout and cross her arms.

"Um... do you have anything with a low salt content?" Weiss asked nervously, to which the old man nodded.

A bowl, the same size as Arianna's, was slid in front of the Heiress.

"This one is a bit lighter. The noodles are made of rice, it has more vegetables, and no meat."

The answer seemed to please her, leaving Blake as the last one to order. She simply shared a nod with the chef, and soon he was off running into the back of the stand. When he came back, he held aloft in his hands a massive bowl piled high with tuna, salmon, cod, and the like. Blake could not bring herself to say anything, too caught up in the glory that was her ramen bowl, as if all nine of her lives threw in the towel. Her heartbeat pounded loudly in her ears, mouth agape with a small trail of drool dripping from a corner. Weiss smiled and shook her head, her fingers pulling from her wallet a pristine, blue Lien card.

"Aw Weiss, what's the occasion?" asked Yang.

"Consider it a thank you for sending me to the doubles round," Weiss haughtily replied, only to look on in shock as her card was flung back at her, sticking into the wooden counter-top like a dart.

The old man frowned as he pointed to the little screen above the register; **declined.**

"What? How can my card get declined?" she asked with confusion. "I was barely into my monthly allowance..."

At that admission, Blake started panicking, looking back and forth between Weiss and her bowl of ramen. With a nervous smile and shifting eyes that weren't at all masked, she slowly pulled the bowl towards her, only to collapse in defeat when the old cook snatched it away.

"Someone call the fire department! Our kitty is in trouble!" declared Nora between chews.

"Nora, swallow your food first," admonished Ren, to which she sheepishly laughed and obeyed.

"Sorry Ren," she giggled.

"Maybe I can be of some assistance?" offered Pyrrha with a smile as she pulled out her own card.

"Oh you don't have to," said Yang as she waved her off.

"But she could!" Blake was quick to point out with an air of desperation in her voice.

"In that case, why don't we just split it 50/50?" suggested Raine as he pulled out his card. "I'd hate for you to have to pay for all seven of us, Pyrrha."

"That is fair, but it really is no trouble. I'm still getting promo checks from Pumpkin Pete's, so really it's them that's paying for you."

Her friends laughed in response.

"Ok, you have a fair point there. So, let's eat!" declared Yang.

What followed was a furious, ravenous, and admittedly well-earned consumption of noodles. Physical activity always burned through energy reserves, and as Hunters-in-training, this meant doubly so for their metabolisms. It ended up being a race as to who could finish their bowl the quickest amongst the hungriest of the group. Yang and Cyan in particular kept shooting each other glances as they tried to outpace each other. Even the normally conservative Blake attacked her meal with a fervor more expected of her partner, slurping down entire bodies of fish, bone and all. Raine, Ruby, and Arianna took their time with their meals, though the former two still slurped rather quickly. As for Weiss, she silently thanked that Blake was far from a messy eater, otherwise she'd be littered with bits of noodle and broth.

In no time at all, the stand was filled with belches and sighs of satisfaction, each hunter contently pushing aside their bowls. Cyan in particular let loose a rather loud burp of his own, making Yang and Arianna laugh with amusement, while Weiss shuddered in disgust. Jaune groaned out queasily as he collapsed on the counter, his stomach curling in on itself with how unused it was to containing so much food.

"I think I'm gonna be sick..." he moaned.

"Oh! Lemme get a bin, then you can just chuck it at your enemies!" suggested Nora with a smile.

"Nora, that's disgusting!" rebuked Ren. "But, if you so happen to get such a feeling during your doubles round tomorrow..."

"Got it," answered Jaune with a thumbs up, his head never lifting from the bar.

"Hold on, what do you mean _your_ doubles round?" asked a curious Weiss.

"Jaune and I are going to the doubles round for our team," Pyrrha clarified with a smile.

"Well look at you, vomit boy!" said Yang cheerfully as she smacked him on the shoulder. "You're moving up in the world!"

"Please don't, I'm seriously about to hurl," he begged.

"Um, Pyrrha? Are you sure that's a good idea?" Weiss continued. "I mean... Jaune doesn't exactly have the best track record for winning."

"Pssh, it's fine," said Nora, who was quick to wave her off. "He's gotten _super_ better since the year started. I mean, the worst that could happen is that we _lose,_ then it's just a few more years of walking around school with everyone thinking we're failures, our friends will slowly abandon us to preserve their social status, we won't be able to show our faces in class, no one will SIT WITH US in the cafeteria, and Ren and I have NO PARENTS so we'll have no home left to go to; we'll officially be renamed TEAM LOOSERPER!" Nora finally finished with an anxiety riddled laugh.

Teams RWBY and ARC watched with awed faces as the hammer maiden devolved into a sobbing mess, her face unceremoniously landing with a heavy thud on the counter.

"So yeah," supplied Ren. "No pressure."

"Don't fret," Pyrrha said reassuringly as she put her hands on Jaune and Nora's shoulders. "If anything, we should be thankful that this is just a tournament and not a fight of life and death with... murderers."

"Of course you guys got this. We've all fought _way_ worse things before," agreed Yang.

"Let's see..." began Blake as she started counting off with her fingers. "Hordes of Grimm, violent extremists, a pair of sociopaths..."

"A silver-eyed megalomaniac," supplied Raine.

"An ancient Deathstalker," added Arianna.

"A platoon of Atlesian paladins," chimed in Cyan.

"And that was all while we were in training!" finished Ruby. "Oh! Imagine what it will be like when we finally graduate!"

"Maybe then I'll be able to pay for a meal..." mumbled a dejected Weiss.

Her lamentations were interrupted however when a buzzing came from her scroll. Grimacing as she expected it to be her father, her mood immediately changed when she saw it was her sister's face gracing the screen. A single message was left for her.

 _Meet me at the pavilion in the gardens behind the school in one hour, and bring Myrtenaster._

A look of surprise then happiness graced her features as she pocketed the scroll once more and hopped down from her stool.

"Weiss? Where ya going?" asked a curious Ruby.

"Winter wants to meet with me," the Heiress answered. "It might take the rest of the day, so I'll see you guys back in the dorm."

"Okay! Have fun, bestie!" Ruby waved after her happily as Weiss hurried away.

Arianna glanced up at Cyan as the giant let out a loud yawn. With a smile and shake of her head, she hopped down as well.

"I think we'll head on back too," she declared. "This big lug always passes out after a big meal, and I'd rather not have to carry him all the way back to our dorm."

"Bah, I can carry myself," he grumbled as he stepped away with a slight teeter.

"Alright," acknowledged Raine. "I'll come talk to you guys later."

His old teammates waved their goodbyes as they left their friends at the noodle stand. As they disappeared into the crowds, the Caelesti turned back towards his empty bowl only to have Ruby tapping on his shoulder.

"Hey," she said with a semi-serious look on her face. "Think it's about time we finished the thing?"

He raised an eyebrow for a moment, then nodded.

"Yeah, I suppose it's now or never," he agreed as he stood up.

Yang and Blake shared a look, surprise written on their faces. They didn't expect them to be done so soon.

"What thing are you talking about?" asked a curious Pyrrha.

"A joint project involving you-know-what, with you-know-who," Raine answered simply.

Pyrrha gave a knowing look, her memories rushing back to her.

"Ok. good luck you two," she offered, not fully trusting her voice, something that Jaune, Ren, and even Nora had picked up on.

"Pyrrha? What are they talking about?" questioned Jaune as he watched the two Caelesti leave.

She sighed and gave him a sad smile.

"Something that's going to change everything."

* * *

Not long after found Ruby and Raine deep below Beacon, down in the Vault and standing in front of the pod that kept Amber alive. This had become a recurring thing for the past week; each night, they would come down here to transfer their aura into the ailing Maiden, pushing against fate to revive the young woman who bore an unmistakable connection to Raine. They nervously swallowed the lumps in their throats, the only sounds in the vast chambers being their own breathing and the low hum of the life-support systems.

"Maybe we should have told Ozpin what we were planning to do before coming down here?" asked a second guessing Ruby.

"I know how you feel Rubes, but honestly? I don't think he'd let us if we did," Raine reasoned. "He's obviously approved with us doing our best to heal her, but if we told him we felt she was ready, that would have been the end of it."

"And if she's not?" Ruby said worriedly.

Raine paused for a moment.

"Honestly? I didn't put that into consideration," he admitted, doing nothing to quell Ruby's unease. "But I can't just let this go either."

"Well then," Ruby said taking a deep breath. "Let's bring back a Maiden."

Hand in hand, the two Caelesti stepped forward, their eyes alight with power as they began to channel their aura into the Fall Maiden once more. The first time Ruby had done this, the sudden drain had nearly sent her into a coma of her own, with only Raine's aura supporting her until he could break off the connection. Since then, the two had done the transfer as a pair, steadily replenishing the lost half of Amber's aura. With each passing session, her soul grew stronger and her scars faded further form view, until today had arrived and her skin was completely unblemished. All they needed to do now was bring her back to the world of the waking.

Ruby felt her heart beating in her ears as the familiar, yet still unpleasant draw of power pulled upon her aura. They were so close now, so very close, she could see as much as the final cracks in Amber's soul mended over, but could they actually do it? Could they reverse a centuries long curse by something as simple as an aura transfer? A part of her doubted that. After all, such measures would only be temporary until they were able to find the one responsible, _if_ they found the one responsible. She glanced over to her love, his face strained with sweat beading upon his forehead. She worried for him, she'd never seen him so desperate before, not since that disaster of a duel with Adam. She hoped beyond hope that when this was over, when Amber's power was returned to her, that the two of them could finally take a break and just enjoy the rest of school with each other. All this doom and gloom they were dealing with was really starting to wear her down. She didn't get to ponder further, since Raine's voice brought her back to reality.

"This is it," he said with a strain.

He could see Amber's eyes fluttering, same as they did a week ago. Just a bit more, he knew it! They were almost there, he just needed to push a little bit m-

Amber's eyes suddenly snapped open, jolting him from his concentration. Immediately afterwards, the Maiden's eyes lit up with fire, not unlike the woman he and Ruby had fought at the CCT during Prom. Yanking back hard on Ruby's hand, he broke the connection and backpedaled.

"Look out!" he yelled as the hatch of the pod was blown off its hinges.

Ruby didn't get a chance to protest as the force of the explosion threw the pair of Caelesti across the hall, the hatch crashing upon the ground with a loud clang that echoed throughout the Vault. They grunted in pain as they hit the marble floor, skidding to a stop with fear in their eyes as smoke enveloped the life support pods. They waited with baited breath, their hands reaching for their weapons as if a monster would step out of that plume. Seconds bled into minutes, but for the two Caelesti time might as well have stood still. Within the hazy gloom of the Vault, a faint outline staggered towards them, the light pitter-patter of footsteps echoing through the otherwise silent halls.

Amber weakly stumbled forward, her eyes heavily lidded and her breaths short, her own vision swimming erratically as she struggled to maintain balance. Her body felt so weak, so heavy, and so stiff, she wondered if she was really alive at all. As if her limbs were reading her thoughts, her legs gave out and she found herself falling forward, her eyes fluttering closed once more as she awaited the cold, polished stone that was the floor. It never came as a gust of wind suddenly blew past her, and she landed into a pair of strong arms.

"Amber!" Raine gasped out as he caught her swaying form.

He cradled the woman in his arms as Ruby ran up from behind him, peering over his shoulder as he lowered to his knees. She was frail and vulnerable in his arms, but she was alive. Her left hand grasped weakly to his shirt as she tried shifting closer to the warmth he exuded.

"Where am I?" she managed to say as she struggled to open her eyes.

"You're at Beacon, you're safe now," Raine immediately answered.

"Your auras..." she whispered. "They feel... familiar."

Mustering her strength, Amber forced her eyes to open, her vision slowly clearing. In the shadows of the Vault, she managed to make out two silhouettes, both becoming increasingly recognizable, but in ways that had her mind simply couldn't register fully. A hand weakly lifted to wipe the blurriness clear. When she opened her eyes once more, she was graced with the sight of a young girl with silver eyes and wearing a red hood.

"Summer...?" Amber asked uncertainly as she tried to sit up.

Ruby suddenly felt profoundly timid as the Maiden mistook her for her late mother. She hastily turned her head away, her hands clasping over her rapidly beating heart.

"Easy, you shouldn't be moving around like that just yet," Raine said quietly as he gently pushed her back.

Amber turned towards the voice, her face lighting up in recognition.

"It's... it's you," she said softly as a smile slowly grew on her face. "You've... grown so much."

Raine couldn't bring himself to speak as a tender hand lifted to stroke his cheek.

"My son... my dear, grown up son... I'm so proud of you Raine, and I'm so sorry I couldn't have been with you all these years..."

Raine felt his jaw tremble, the burning of tears growing in his eyes as his hands subconsciously gripped tighter to her; he feared she could just fade away at any moment.

"Mom..." he managed to choke out. "I... it's really you."

Mother and son, separated for over seventeen years, drew each other into an embrace. Silent tears ran down Amber's tanned cheeks as she held her son, now a young man, tightly in her arms, as sobs wracked Raine's body with tremors. Ruby couldn't hold back her own emotions as she cried along with him; she could hardly believe it, that they had saved his mother's life, and while Summer was still long gone, she knew now that at least he had a chance with his own mom. She cried tears of happiness, not sorrow.

"I... I don't even know where to start," Raine finally managed to say as he pulled away.

Amber smiled at him.

"Well, you can start by telling me who this young lady is with you, and whether or not if I should start wondering if I'm also a grandmother."

Raine sputtered out in shock as Ruby felt her cheeks heat up in embarrassment. She dried her tears and rubbed the back of her head sheepishly.

"Hi Miss Raine's-mom, I'm Ruby," she giggled nervously. "I'm Summer's daughter, and we haven't really talked about kids yet."

"Ruby!" Raine cried incredulously, which only made Amber laugh harder.

He turned to his mother flabbergasted.

"How did-"

"Oh don't give me that. A mother always knows these things you know," she explained with a wry smirk. "I could sense it, even from within my pod. The bond you two share is strong; I am happy for you."

Raine grumbled in displeasure as he tried to turn away, his mother reaching up to pinch playfully at his cheeks.

"Knock that off!" he whined pitifully.

This only served to make her laugh harder, a melodious laugh that neither Caelesti could resist. Pretty soon, all three laughed freely as they sat together in the darkness of the Vault. As for Amber, she let herself relax as she shifted out of her son's arms so that she could sit comfortably. She couldn't wait to find out what they had learned. Leaning back onto her hands, the Fall Maiden looked at her son expectantly.

"So? How long have you been together?"

Raine blushed under his mother's scrutiny.

"We met last year, but we've been together for about three months or so."

Amber widened her eyes slightly.

"Only three months and you're already so close?" she asked with surprise as she turned towards Ruby, who by now was as red as her cloak. "Wow, you two remind me so much of Summer and your father. How is he doing by the way?"

Ruby perked up at the mention of her dad. Like a switch being flipped, she happily answered with excitement.

"It's going great! He's so strong and he's been teaching Yang so much, she's my big sister by the way, and he's one of the best teachers at Signal!" Ruby suddenly gasped. "He's gonna want to see you too! If you all know each other, it'll be like one big family!"

Amber giggled as she put a hand to her mouth.

"I'll be looking forward to it, but first I'm going to need more appropriate clothes."

Raine wanted to smack himself; of course she'd want to be decent. He made to remove his coat when the door to the elevator chimed loudly. Out rushed a terrified trio of Ozpin, Ironwood, and Goodwitch. No doubt the pods being damaged sent a warning signal to the Headmaster's office. The sight that greeted them had them floundering for words; it was too incredible for them to process properly. Amber sighed and stood to her full height, her son and her possible daughter-in-law falling in behind her.

"How...? How is this possible?" asked an awed Ironwood.

"Amber..." Goodwitch whispered as her eyes watered.

"I had hoped against hope... and those hopes have been answered," Ozpin said with elation.

Amber gave them a small but sad smile.

"Hello again, everyone; we have much to talk about."

* * *

 **A/N: She lives! I've always wondered what kind of character Amber would be, but as Canon would have it, we won't get to see unless they do some flashback sequences. Not so in this AU. As far as time frames are concerned, I don't define time lapses every instance, but to keep everything lined up with how events are proceeding, three months "or so" as Raine put it would be an appropriate estimate. After all, the lives of Huntsmen and Huntresses is fast paced and dangerous. It would be easy to lose track sometimes. Anyway, lemme know how you felt about this latest installment. Till next time!**


	33. Mirror Mirror

**Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

Weiss took a content sip from her teacup, the steaming brew tasted and felt like heaven over her tongue. She and Winter sat at a table enjoying hot tea, croissants, and strawberries in the pavilion next to the school gardens. It was a spacious area for them to relax, lined with marble pillars arranged to form tasteful archways, and in which grew an array of different plants held aloft by hanging vases. In the center sat a fountain, whose silver streams shown brightly in the setting sun. The comfortable silence reminded the Heiress of the courtyard back home, but with one key difference; no snow, and she enjoyed it quite so.

"I must say, I am quite surprised how well you've done out here all on your own," Winter praised as she set down her own teacup. "It was quite amusing watching father's reaction when you told him you were attending Beacon instead of Atlas."

Weiss crossed her arms confidently.

"And I can't wait to show him what I've learned," she declared.

"Oh? And what is it that you have learned?" Winter asked as she developed a teasing tone. "As I recall, you missed no less than three strikes in your team's round. I don't remember you ever being so sloppy."

"What's that supposed to mean?" rebuked Weiss. "I keep getting better and better with my glyphs everyday, and I've even started time dilation!"

"Really? And what of your summoning?" questioned the elder Schnee, causing Weiss to pause.

"I... you know I can't," she answered, her earlier confidence gone.

"Don't be ridiculous, of course you can," Winter admonished. "You're a Schnee, and every Schnee is capable of calling old foes to fight for them; we have been for generations. Unlike most, our Semblance is hereditary; it's already in your blood, you just need to draw it out. Don't let past failures hinder you. If you can't learn from such previous experiences..."

To make her point, Winter held out a palm that faced the ceiling, a spinning silver glyph forming in the center. Weiss looked on in awe as the glyph suddenly expanded with a flash of light, forcing the younger sibling to avert her eyes. When she turned, her face lit up with wonder as the silvery, ghost-like form of an alpha beowolf loomed behind her sister.

"... then you'll never truly grow," Winter finished as she reached around to cradle the beowolf around the muzzle.

With a snap of her fingers, Winter banished the apparition and, with her fingers folded in front of her, eyed her younger sister with a curious gaze.

"So, dear sister of mine..." she asked patiently. "Are you going to continue making excuses, or are you ready to claim your birthright?"

Weiss flinched at the insinuation of excuses. Once more, she felt like the naive, thirteen year old girl who was picking up a rapier for the first time. Her memories rushed back to her as she nibbled on a strawberry; those were rough days indeed.

Winter, who had been preparing to graduate from Atlas at the time, had finally conceded to her younger sister's hounding. Weiss thirsted for a way to prove herself to father, and felt that training to become a Huntress would be the best way to accomplish such. That first day had been a brutal eye opener for the younger Schnee; Winter hadn't been nicknamed the "Ice Queen" lightly, as she had mercilessly ran Weiss through endless conditioning drills and forms for a full month, with each performance brutally judged with the sharpest of criticism. One month was all it had taken to break Weiss' resolve as she angrily tossed aside her rapier one afternoon, her pent up frustrations finally bursting free in a ten minute long rant. Winter simply sat and waited, patiently allowing her sister to vent until Weiss was nothing more than a huffing mess.

" _I see that you have yet to realize what it means to be a Huntress,"_ the elder Schnee had told her simply. _"Take some time to reflect on your motivations; I will be here should you decide to continue."_

Not caring for any sort of cryptic lesson, Weiss angrily stormed out of the courtyard they had been using as their training field, wanting nothing more at the moment than to lock herself in her bedroom and steam. The mocking echo of her younger brother Whitley's chortling still bounced around in her memories, even now nearly five years later. As it would turn out, Winter was departing for Outpost Hyperion the following morning, located on the far western shores of Solitas to begin her training as a Specialist. Weiss wouldn't see her again for another year; one agonizingly torturous year as her pride regressed into depression. The callous treatment from her father, the neglectful alcoholism of her mother, and Whitley's constant higher-than-thou-art attitude wore heavily on the young girl's psyche.

Her only solace during that long, dark period were those hours she would shut away in her bedroom, silently repeating every drill, every form and every glyph her sister had managed to teach her before departing. It was the one space she could truly feel at peace and free from the oppressive company that was her remaining family. Day in and day out, this would repeat for the next twelve months, until at long last Winter returned that following Spring, a full-fledged Specialist of Atlas. That day had been the happiest of Weiss' young life, the girl clutching desperately to her elder sibling whom she had missed so much. It would also become the most miserable, as later that night her father heatedly confronted his eldest child about the fate of the Company. Having sworn her servitude to Atlas, Winter had either knowingly or unknowingly signed away her rights as the inheritor of the global Dust supplier. At least, that's what she had told Weiss when she and her father had announced to her that she was to become the Heiress in Winter's stead.

It was in the following weeks after Winter's departure that Weiss became the frigid girl she was known to be at Beacon. Her days were spent being groomed for succession, and her nights remained arduous as she forged ahead with her training. Any signs of weakness were quickly stamped out by her father, insisting it was for her greater good as there would always be competitors eager to snatch away her coveted position as the eventual CEO of the Company, be it through marriage or other unsavory acts. The constant pressure only hardened her like a diamond deep within the earth's crust, and unlike any of the diamonds hidden away in her jewelry box, she intended fully to shine in the sun.

Pulling herself from her thoughts, Weiss looked down to Myrtenaster stowed away at her hip, the silver steel glinting amongst the rays of the sunset; a gift from her sister for her seventeenth birthday. She owed it to her sister to make good use of the weapon that had become a part of her, but more importantly, she owed it to herself to show that such confidence was well-placed. Her left hand resting on the pommel, she lifted her head to look Winter in the eye, her answer waiting on her tongue.

"I'm ready."

Winter smiled as she rose from her seat, motioning for Weiss to follow as she made her way to the center of the pavilion. Without any prompting from her sister, Weiss drew Myrtenaster with a flourish, stance poised and rigid just as she was taught. Focusing her aura, she willed to life a spinning, white glyph as she focused on those memories needed to unlock her summoning.

"Excellent form," Winter praised from behind her. "Now think to your fallen foes, those that have pushed you beyond what you were, and to become who you are now."

The image became clear in her mind's eye; the Giant Armor that her father had pitted against her when she announced she was going to Beacon instead of Atlas, the very same that marred her otherwise perfect visage with the thin scar crossing over her left eye.

"Think of them, and watch as they come to your side," Winter continued, watching as the glyph in front of her sister began to spin at a hastened rate.

Weiss felt herself straining as she struggled to keep its bulky form clear in her mind. The application of summoning was easy enough to grasp, as if reaching into a box and removing its contents, but the practice was far more challenging. Each time she pulled, the armor seemed to pull back, as if resisting her commands. This was how it always turned out, into a vicious mental tug of war that taxed her aura heavily. Beads of sweat formed upon her brow as her glyph spun faster, its intricate form beginning to flicker. Winter narrowed her eyes slightly as Weiss lost control of the spell, the glyph shrinking into nothingness.

"Again," the elder Schnee commanded, ignoring her sister's fatigue.

Gritting her teeth, Weiss recast the glyph as frustration quickly began to settle in. She could see it as clear as day, its blank visage tilting as if mocking her and her inferiority. She grasped harder with her aura, her inner thoughts demanding that the Giant Armor come forth at her bidding. It turned on her, infuriating the Heiress to no end. What shocked her was a whispering in her ear that followed.

" _You are not worthy."_

Faster than the first, the glyph spun out of control and similarly flickered away.

"I can't," she huffed out indignantly, earning her a slap from across the back of the head, courtesy of her sister.

"Stop doubting yourself!" Winter scolded.

"I'm trying!" Weiss shot back as she turned to face her sister.

"If this is what you call _trying,_ then you have no hope of winning the tournament, let alone becoming a successful Huntress."

The words cut into Weiss like a hot knife through butter. Even after all these years, even though she should have been used to Winter's standards, that particular criticism still stung.

"Don't think I haven't been watching you since we've returned from Mountain Glenn," Winter continued to lecture. "Perhaps I should call father? I'm sure he already has a nice, cushy job waiting for you at the company."

"I don't need his charity," Weiss rebuffed.

"But you do need his money," her sister retorted with a smirk.

"How did-?!" sputtered an incredulous Weiss.

"Lucky guess," Winter supplied as she leaned back onto her heels, straightening her posture. "I may have been in a... similar situation when I joined the Military. So what have you done this time?"

"That's... just it," Weiss struggled to explain. "I'm not really sure what I did wrong. I went to pay for lunch for everyone today after our matches, but my card got declined."

"How embarrassing!" Winter said with a light bite in her tone.

"I know!"

Winter shook her head with displeasure.

"Well it was! Why would he even cut me off like that?" Weiss continued.

"Perhaps it was an effort to get you to stop ignoring him and call home?" Winter suggested knowingly.

The thought only angered Weiss further. Clenching her teeth together, she turned away and thrust Myrtenaster forward, launching back into her glyphs as she pulled with all her might, all but begging the Giant Armor to step forward. Silence greeted her; she couldn't even picture it within her memories. A gentle hand resting upon her shoulder drew her out of her focus.

"Emotions can grant you strength when you need it most, but you must be careful never to let them control you," Winter explained in a much softer tone.

Weiss released the tension she subconsciously held in her shoulders and sighed, the glyph fading from view.

"I don't understand," Weiss sighed as she shook her head. "All my other glyphs, even if some were more difficult than others, still came naturally with enough time and practice, but with this it's as if I've been banging against the same brick wall for years. What good are emotions going to do for me here if they throw off my focus?"

"We are only human, Weiss," explained Winter. "And while we both have a reputation amongst our peers as being frigid and aloof, we still feel emotions the same as them."

Weiss snorted, the cheerful visage of Ruby flashing in her mind.

"You need to find a balance, like a trapeze artist making their way across a tight rope," the elder Schnee continued. "Too much emotion and you'll end up like Yang Xiao Long, a girl who is at times blinded by her passions and subsequently a slave to her own whims. It makes her sloppy in combat and gives her enemies openings to exploit. Too little, and you'll become like your Faunus companion Blake Belladonna, finding yourself upon a plateau with no ability to move forward and advance, whether it be in your training or in life. She carries with her burdens that continue to haunt her from her days in the White Fang, with one of which almost killing your teammate."

Weiss shuddered at the memory of that day. She'd be lying if she said she hadn't started developing feelings for Raine, but seeing what, for all intents and purposes, should have been his corpse had shutdown those notions really quick. She chose not to voice those thoughts out loud.

"The way I see it, you are left with two choices set before you," Winter decided to finish. "You can either call Father, beg for his money back, and explain once again why you want to study here at Beacon over Atlas, or... you could continue to explore Remnant, discovering more about the world and... honestly? More about yourself."

Weiss let her head drop as she contemplated her sister's words.

"Why do I feel like it's going to be more complicated than that?" the younger Schnee murmured.

"Life is always going to be complicated," Winter pointed out. "We are Huntresses; we don't settle for the comforts that our civilian counterparts take for granted. I know you're trying to break away from Father's influence. Just look to your friends and the answer will become clear."

Winter pulled her sister into a hug, one that Weiss quickly returned. She doubted she could have ever gotten this far without her sister around to knock some sense into her every now and then. She wondered if she would have ended up like Whitley if that was the case; the thought sent a shudder down her spine. The Schnee daughters remained like that for a moment longer, until they separated as Winter held Weiss by the shoulders.

"Take the rest of the evening to relax. Spend some time with your friends, unwind, then we can continue tomorrow after your doubles match. Alright?" Winter said soothingly as she finally managed to get a smile out of her little sister.

"Of course," Weiss eagerly nodded, almost in a way that would resemble her team leader, her _bestie_ as Ruby would insist on the Heiress calling her.

Together, the two sisters turned to leave the pavilion, strolling in comfortable silence through the gardens as they made their way back to the main campus of Beacon. Had either of them looked over their shoulder, they would have seen a silvery greatsword, no more than three inches tall, lay planted in the stone. It faded away when a caterpillar nudged it with its antennae, its phantom form fading away in miniature snowflakes.

Twilight had fallen upon them now, the sun having dropped below the horizon, casting an enrapturing haze of indigo, magenta, and warm orange across the hedgerows and flowers, and into the forests beyond. This was another reason why Weiss had wanted to come here to Beacon; all the life that could be found in Vale, something that she would never be able to find back home. The cool autumn air brushed soothingly across her skin, not at all biting like the snow and ice she grew up with. Maybe Winter was right about this as well; maybe here she could find that balance and grow into her own person. She had made so many friends here, so many people from countless walks of life, that her own life didn't seem as lonely anymore, and while some still saw her as the Heiress, to those that mattered she was simply Weiss Schnee, Ice Princess, Snow Angel, or some other nickname. The terms that had once irritated her to no end had become endearing. It left her wondering if Winter experienced something similar when she enrolled in Atlas, but that thought led to another and pretty soon, more recent memories started plaguing her mind. She had to confirm something.

"Sister...?" she ventured nervously, drawing a curious glance from Winter. "I've been meaning to ask but... I wasn't sure how to approach it. What's your real connection to Ruby's uncle?"

"What do you mean?" Winter questioned, carefully masking her response.

"It's just... Yang was talking a lot after our mission at Mountain Glenn," Weiss clarified as a blush crept upon her face. "I know that's probably just her usual salacious self, with all of her inappropriate comments, but... the more she talked, the more I couldn't help but notice the way you looked at him. It seemed a lot more than just warranted concern for the well-being of a fellow Huntsman."

Winter averted her gaze smoothly, hoping Weiss hadn't caught the dusting of pink on her cheeks before she could recompose herself. Her younger sister seemed to have become far more perceptive than she remembered her being. She would have to think carefully before answering this line of questioning. At the same time, Weiss had focused heavily on the night sky, and while on the outside she held a stoic but red visage, inside she was screaming. It wasn't just a fling after all.

Ultimately, the elder Schnee decided that honesty would be the only proper way to answer; her sister deserved to know.

"Qrow..." Winter began, snapping Weiss out of her internal rants, "is a fool, but an earnest fool. We worked together many times over the years, as General Ironwood and Headmaster Ozpin would frequently collaborate with each other. While Glynda Goodwitch is the second-in-command here at the school, Qrow is Headmaster Ozpin's top field agent when he's not filling in for classes at Signal. I know what you're thinking; a man like that should never be held in such high regard by anyone other than his family."

Weiss heartily agreed.

"I thought that very same thing when I first met him," Winter continued. "As soon as I had laid eyes on him, a part of me thought that it would be my last mission. There was no way that man wouldn't get us killed. I can't share the details since it's still classified, but the longer the mission went on, I started to see what merits kept him in such high standing. He's crafty, with a silver tongue that could glean the darkest secrets from the worst of outlaws. He's powerful, capable of cutting down even the most dangerous of Grimm with uncanny ease, especially when he got serious and used his scythe. In those moments, it made my own efforts, as loathe as I am to admit, appear amateurish in comparison. Understandably, seeing him in such poor condition at Mountain Glenn was a shock for me."

Weiss couldn't help but be shocked at her sister's answers. Was this the same Qrow they were talking about? The drunkard? The crass degenerate? The broken body that Raine and Ruby pulled out of the White Fang encampment? She shook her head in confusion; Winter continued anyway.

"As time went on, and as we completed more assignments together, I started realizing something else, something that horrified me at the time; I started looking forward to his company. For all his slovenly and womanizing ways, that clear disregard for the stringent protocols I had adhered to my entire life became a refreshing change of atmosphere. He was becoming my balance, and when that happened, I started seeing my skills progress exponentially."

Winter allowed herself to chuckle, her own ease with the conversation calming Weiss.

"Then one night, he convinced me to join him at the inn of the village we were passing through, saying how I needed to let my hair down and relax for, and I quote, "just once in your goddamned miserable life". So I partook in a drink with him at the bar, with me insisting I was only going to have one and no more. He didn't care; he considered it a personal achievement to get even that far. As expected, he drank like a fish and it was appalling to me, but the alcohol entering my own system was just enough to get me to let go for but a moment. I was far from drunk, but one thing led to another and the next thing I know, we're dragging each other up the stairs to a private room he hastily acquired from the barmaid. "

A smirk formed on Winter's face.

"To this day, he prides himself in finally melting the Ice Queen, and honestly? I enjoyed every minute of it."

"Winter! How could you?" Weiss admonished with a gasp, even though she couldn't even hope to mask the smile, that Yang-like smile, that sat on her face. "So what happened?"

Winter sighed and readopted her stoic, neutral expression.

"We mutually agreed that a real relationship wouldn't work. Given the fact that our careers take us all over Remnant, and the... nature of his Semblance, any hope of something more than flings would be destined to fail from the start. We do what we can when we see each other, but for no more than a night or two, then it's back to business."

Weiss felt herself become unusually saddened by that admission. Her sister actually sounded genuinely happy for a moment.

"Besides, if I brought _that_ man home with me, Father would disown me in a heartbeat."

And like that, the cloud that hung over Weiss cleared, unable to keep herself from laughing at the mental image. The sound brought a smile to Winter's face, pleased with how well Weiss was taking the news.

"So what then?" Weiss asked as her laughter died down. "I'm supposed to get me a boy of my own and I'll be able to summon?"

"Of course not," chided Winter. "Qrow just happened to be the type of balance I needed in life in order to move forward. Yours could be completely different. Why? Is there someone I should know about?"

"Absolutely not," Weiss quickly shot down with confidence, remembering Neptune's blatant flirting with Arianna earlier today. "All of the boys here are either morons, horn-dogs, gold diggers, or a combination of all three."

Her confidence soon faded.

"And the one I would have gone after is already taken," she admitted quietly.

"Oh? And who would that be?" Winter asked curiously as she lifted a brow.

"It doesn't matter," Weiss waved her off as she sped ahead, turning only to say her goodbyes as she opened the door to the dormitories. "Thank you for all the help today, sister. I'll see you again tomorrow, right?"

"Of course," Winter answered with a nod.

They hugged once more and, with a soft click, Weiss closed the door behind her and let her mask fall, her expression melancholy.

"That's right, Weiss; it doesn't matter," she murmured to herself. "Ruby got to him first."

* * *

 **A/N: Weiss, honestly, is one of my favorite characters. I know that many people would be like "why? There are better characters to pick from" and then go on with their list, but for me, what makes a character great is how much development they experience in the course of the story. So far, I would put Weiss in the top three in this regard for canon, the other two being Jaune and Yang, in no particular order. I know others can argue for other characters, but for me those are it. I could have slapped another scene in here to make the chapter longer, but it just felt forced and would take away from the overall impact I'm looking for.**

 **As such, I decided to make this chapter solely for the character development of Weiss. She is growing out of the pompous little girl we met at the start of the series and I wanted to clearly show those changes here. Winter is everything to her. With a father like Jacques and a brother like Whitley (little shit), Winter would be that rock she would cling to for support. We don't know much about the Schnee Matriarch, but given the comments made by Whitley in Vol 4, I have the impression that she is the neglected spouse who seeks comfort at the bottom of a wine bottle, and would subsequently forget about her children in doing so. Whenever Winter is gone, Weiss really feels safest when she's alone.**

 **All in all, I'm quite pleased with this chapter. I hope everyone enjoyed our dear Ice Princess having some heart to heart with the Ice Queen.**


	34. A Two Way Street Called Trust

**Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"So... you want to know how it happened," Amber spoke softly as she took a sip of tea.

"If you are able," clarified Ozpin with a nod.

Amber sighed as she set down the steaming cup on the coffee table in front of her. She, Raine, and Ruby were seated on an emerald green sofa in the corner of Ozpin's office, the two Caelesti still side by side, with Ozpin sitting directly across the table from her, flanked by Goodwitch and Ironwood. Each of them were seated in armchairs of similar color and style.

Since leaving the Vault, Amber was given an opportunity to dress properly before having to come here for a long-needed talk. She was dressed in her old clothes when she was attacked; an off-white blouse with a brown vest, corset, and pants. A pair of golden bracelets adorned her wrists, as did a golden bracer on her left arm, and a golden pauldron on her right shoulder. Her heeled boots had also been adorned with golden plating, the cured leather completely encased in the protective metal, with enough of the material to fully protect her shins. Slung diagonally across her chest was a leather shoulder strap with several pouches. Fortunately, any damage they had received during that battle had been fixed.

"I wish I could help you Ozpin, but try as I might, I can't remember any details from that day," she finally answered after an extended pause.

Ozpin bowed his head with reluctant acceptance; he feared that would be the case.

"Are you certain?" pressed Glynda. "You can't remember anything at all?"

Amber shook her head.

"The Kiss was a... horrifying experience," Amber explained. "I can only guess as to why my memories were repressed, but it might be my mind trying to protect itself."

"Are you at least able to feel out your other half?" ventured Ironwood. "That could give us a clue as to who or where your attacker is."

Amber nodded solemnly.

"Yes. My attacker, whomever they may be, is here at the school."

That declaration sent a chill down Ruby's spine. It wasn't just a logical speculation coming from Ozpin.

"What can we do then?" Ruby asked timidly. "If Amber can feel it, then that other person probably can too."

"As much as I'd like to get her out of here, Beacon is probably the safest place mother can be right now," said Raine with a grimace on his face. "Whoever it is, whether it's a student in disguise or another teacher, wouldn't try anything when she's surrounded by the strongest in the Four Kingdoms."

That remark threw Ironwood for a loop.

"Mother?" the General repeated with confusion, prompting him to look at Glynda and Ozpin for answers. "I thought the Maidens had to be pure in order to receive the power."

"We do General, but we don't need to remain so to keep it," Amber clarified with a smile. "We can marry and have children just like everyone else. It's frowned upon, but it is possible."

"Why would it be frowned upon?" asked Ruby.

"When a child is born, they inherit certain traits from both the mother and father. This is no different for the Maidens," she explained before turning to Raine. "Tell me sweetheart; what is your Semblance?"

Raine hesitated for a moment before answering.

"I can control wind without the need of Dust," he said candidly. "As I practice, my control and manipulation over wind grows, letting me perform more precise or destructive attacks."

Amber nodded in agreement.

"The children of a Maiden are affected by the powers of that specific Maiden. If the Winter Maiden had a child, for example, it would be very likely for that child to have an affinity for snow. Now, it's not like an inheritance as if I were to die or to pass my power to another, but more like an imprint upon what their Semblance might be."

She smiled at her son.

"That's why you're able to do what I can do without Dust."

"But that's a good thing, right?" continued Ruby. "Something like that doesn't sound like it should be a bad thing."

"That's because the children of Maidens, just like the children of Guardians, more often than not grow up to become immensely powerful," mentioned Ozpin. "This makes them targets for some, weapons for others."

"And there are many in this world who wouldn't hesitate to use our children against us," Amber finished with sorrow.

She placed a hand on her son's shoulder, her face riddled with heartache.

"That's why your father and I left you with Urdin. That's why we couldn't bring you with us, or raise you the way you deserved. We couldn't even visit you or send you letters, because we were always being hunted."

"I guess..." he grunted in response.

"As touching as this reunion is," spoke up Glynda, "we still have the overarching issue of Amber's well-being."

"Glynda's right," agreed Ozpin. "Amber, you can stay in one of the faculty dorms here in the tower, but I must stress that you not wander the campus until we find our infiltrator. As much as I would like to let you go free, I can't take the risk of your attacker making another attempt in the middle of my school."

Amber grimaced at the thought of house arrest, but relented nonetheless.

"As much as I dislike the idea of being put away in a room, I'd hate even more for the students to get hurt on my account. Regardless, when this is all over, only one thing will matter to me; being a good mother to my son. I owe him that much," she stated with conviction as she stood from her seat.

Glynda stood up to meet her, and in an unusual show of affection, wrapped Amber in a warm hug. The Maiden paused for a moment in her surprise, but quickly returned the gesture.

"I'm so glad you're ok," the bespectacled Huntress murmured as they separated. "Come on, I'll show you where you can stay."

Amber raised a brow as a mischievous glint shone in her eye.

"Really Glynda? Propositioning me in front of my son and my future daughter-in-law?"

The question threw Glynda for a loop, her face reminiscent of a fish out of water while the two Caelesti snickered from the couch, something Ozpin and James couldn't resist joining in. With a huff, she crossed her arms and turned on her heel, refusing to face the giggling Maiden as her cheeks heated up with embarrassment. As her own laughter died down, Amber turned to the two Caelesti standing behind her and wrapped her son in a hug, one he eagerly returned.

"Feel free to visit me anytime, both of you," she said quietly as they separated.

Raine wiped away the moisture in his eyes.

"I'm glad to have you back, mom."

"We're really happy we were able to help you, Mrs. Zaffre," Ruby said cheerfully as the Maiden hugged her as well. "I can't wait to get to know you some more. Oh! Actually, can we come see your room?"

"Oh Ruby, you don't need to be so formal around me," the Maiden giggled in response. "You've taken care of my son all this time, so feel free to just call me Amber, and I don't see why not, as long as Glynda doesn't object?"

Ruby blushed prettily at the praise as she gave Professor Goodwitch her best impression of a puppy. With a sigh and a roll of her eyes, Glynda relented and waved for them to come along. Overcome with giddiness, Ruby suddenly grasped Raine by the hand, dragging the unprepared boy into the elevator. Amber followed with amusement, pausing to bid farewell to the two headmasters.

"I will speak to the two of you again at a later time. Ozpin, if I may make a suggestion, I would like to see a full roster of your current students and all the visitors from the other kingdoms."

The bespectacled headmaster nodded in agreement.

"I'll have the files forwarded to your scroll. You will find it in your room. Sleep well, Amber."

With a graceful bow, Amber bid them farewell as the elevator doors closed, leaving Ozpin and Ironwood alone in his office.

"She might be on to something," the General began as he rubbed his chin. "Perhaps seeing the faces of the students may jog her memory, assuming her attacker is posing as a student."

"If our fortune continues to hold out," commented Ozpin as he made his way back to his desk.

"It's the best lead we have," continued Ironwood. "If Amber is able to identify her attacker amongst the dossiers, then we can bring them in for questioning."

"Let's not get ahead of ourselves. Approaching our suspect with intentions to detain will only scare them off. There might be a way to lure them out, however..."

Ironwood lifted a brow as he crossed his arms.

"You plan to use her as bait."

"Nothing of the sort," Ozpin was quick to dismiss. "Amber won't stand to stay here forever. If anything, I'll be expecting her to make an escape attempt before the tournament is over. I have no doubt that's when our enemy will strike. We'll have to be ready to help her when that happens."

He shook his head as he got to work at his computer, pulling up every profile for the student body.

"For now, have your forces focus their recon efforts to the south of the kingdom. One of my Huntsmen sent me a report with evidence of White Fang activity. If we can find their newest base of operations, we should be able to prevent any future attacks from occurring."

"I have to admit, it's odd seeing you be this proactive," Ironwood remarked as he turned to leave for the elevator.

"As much as I despise violence, there are certain things I can't ignore," Ozpin replied as his fingers danced across the keyboard. "Our two Guardians have set things into motion that cannot be undone."

* * *

Ruby cooed in curiosity as the elevator doors opened, revealing a circular hallway. Goodwitch stepped out first, making a right turn and promptly headed down the hallway, a wordless gesture for her companions to follow. The hallway was tastefully designed with a myriad of dark greens, reds, and accents of gold. Mahogany floors were polished to a brilliant shine, and golden sconces along the walls gave off a soft, warm glow.

"So this is where all the teachers live?" asked Ruby.

"Yes Miss Rose," answered Goodwitch. "These rooms are also for visiting dignitaries from other kingdoms. There are several floors throughout the tower just like this one, to account for all of our faculty."

Goodwitch paused in front of an oak door numbered 501. With a wave of her scroll, the electronic lock clicked open.

"Amber? If you would please? It's only fitting that you are the one to open the door to your own room," Goodwitch stated.

Amber nodded as she stepped forward, her hand grasping the golden handle. With a twist and pull, the door swung open, revealing to them a spacious apartment. The main room doubled as a living room, complete with a pair of couches, a coffee table, and a holoscreen in one corner. A couple standing lamps provided much of the light. The far wall across from them featured a large window, most of it currently hidden from view behind deep red curtains. To Amber's amusement, the colors of the room all seemed to match her namesake; everything from the walls to the furniture had been designed with a myriad of shades in reds, oranges, browns, and golds. There was even a large portrait of the Forever Fall Forest hanging in the dining area. A small, but full kitchen sat next to that, illuminated by a ceiling lamp, and a small hallway off to the side led back to what she could only assume was the bedroom and bathroom.

"Consider this room yours whenever you are in Vale. The fridge has also been stocked by our kitchens with all the basic necessities, and your scroll is on the dining room table. Miss Rose, Mr. Zaffre, do be mindful of the clock. Curfew is still in effect and you have your doubles matches in the morning, so it wouldn't do to be up all night," Goodwitch explained candidly.

"Not a problem ma'am," Ruby said with a salute. "We won't be up too long."

"Good. Amber, my own room is on this same floor; room 505. If you need anything, don't hesitate to ask."

"Thank you very much for your hospitality Glynda, but I think I have everything already," Amber answered with a smile.

With a smile of her own, Goodwitch turned to leave, giving the trio a curt bow of her own then disappearing down the hallway. As the door clicked shut, Ruby and Raine went to sit down on the couch, setting their weapons aside by the door while Amber busied herself in the kitchen. She was quick to snatch the tea kettle from a cupboard, along with a couple bags of green tea leaves. She hummed a little tune to herself as she prepared a batch; she couldn't remember the last time she was able to brew some tea in the comfort of her own home. It was her favorite way to unwind.

Raine let himself relax as he reclined on the couch, with Ruby laying next to him. He wrapped an arm around her while her finger drew aimless circles on his chest.

"I like this..." she murmured. "I almost feel like I'm back at home."

"Is this what home is supposed to feel like?" Raine asked softly as he played with her hair.

"Well, _my_ home was a bit louder than this," Ruby admitted. "Yang would always get into something with Zwei, he was barely just a puppy back then and a gift from mom before she died, and dad would always have to chase them down. I'd be in the kitchen with mom helping her make cookies."

She smiled at the memory.

"I was a tiny thing back then, always needed a stool to stand on so I could reach the counter. I remember mom asking me to add some flour to the mix while she went to get some eggs from the fridge. I just dumped the whole bag into the bowl. I could tell she wanted to scold me, but seeing me laughing and covered in white stopped that pretty quick. That and the fact that I was always stealing chocolate chips when she wasn't looking."

Raine chuckled at the mental image.

"I wish I could say the same," he said with a sigh. "Growing up with Urdin and Adam was great but... I always felt like I was missing something, something I could only get with parents. Everyday it was the same thing; I'd wake up, do my chores, train for as long as the sun was up, then go to sleep. There wasn't much love to be had there."

Hearing her son talk about that missed opportunity tugged at Amber's heartstrings. She contemplated how she should best make it up to him as she set the teapot on the stove. She resolved that perhaps the best way to start would be to cook them some dinner, but with how little she had to work with, she'd have to settle for something simple.

"Well now's your chance to get the real thing," Ruby told him reassuringly.

"I suppose that's true," Raine relented as he hugged her tight. "Thank you Ruby... for everything."

She blushed in his embrace, smiling as she nuzzled closer. The comfort of his warmth and touch lulled her mind, the fatigue from the day finally catching up to her. She let sleep overtake her as her eyes drooped shut, focusing only on his steady breath and heartbeat. Every now and then, her attention would drift to Amber in the kitchen, the faint aroma of something scrumptious drifting into her nostrils, but much of her had just let the sounds drift through one ear and out of the other. Here it was just her and him, not a single worry in the world, and certainly no omens of impending doom hanging over their heads. She had barely noticed when Amber came by and set down a platter on the coffee table.

"It's not much, but I hope it tastes ok," the Maiden said uncertainly.

Ruby was first to wake up, the girl stretching and letting out a cute yawn as she rubbed at her eyes. Smacking her lips, she smiled when she saw what was laid out before her; a small stack of grilled cheese sandwiches and three bowls of tomato soup. She eagerly grabbed one, her teeth sinking into the crispy bread and melted cheese. A content moan rose out of her she happily snacked away. Her actions quickly woke Raine, and like his girlfriend before him, he soon tucked into the meal as well.

"Thanks mom," he said gratefully as he took a bite of his own sandwich.

Ruby, for her part, simply settled for a vigorous nod, her mouth too full to speak. Their happiness brought a smile of relief on Amber's face, and the new family of three settled into a comfortable silence. Having been the first to start eating, Ruby was also the first to finish, a happy sigh escaping her lips as she wiped her mouth clean of soup with a napkin. As she set the bowl aside, a thoughtful look came upon her face.

"Amber? You knew my mom, right?" the young rose asked.

The question made Amber pause for a moment, prompting her to set aside her own bowl.

"Not as much as I would have liked," she said sadly. "She died when I was just starting to get to know her."

"Well what can you tell me about her? I know dad, Yang and I always remembered her as an awesome super mom, but I think it'd be cool to hear it from someone else, ya know?" Ruby pressed on with a smile.

Ruby's innocent yearning to learn about her mother warmed Amber's heart.

"Summer was... very brave; kind and strong, and she always put others before herself," Amber said wistfully. "I met her through Qrow not long after they graduated from Beacon. Whenever I came to Vale and they weren't on a mission, I'd always meet up with your father's old team. We'd go out to the beach during the summer days and camp out in Forever Fall at night. She was also always the first one to go after any Grimm that wandered too close to us; she loved being a Huntress, and that passion only grew when she had you. I can still remember your father's look on his face when she took a rampaging Alpha Beowolf for a joyride through the forest."

Raine smiled at the description; it reminded him so much of the giggling younger rose sitting next to him.

"But having you also made her very sad," Amber continued, her face growing melancholy. "She hated being away from you and Yang; nurturing the two of you gave her so much life. She loved being a mom even more than being a Huntress, and when Ozpin tried persuading her to be my Guardian, I quickly refused. She would be forced to leave the both of you in order to protect me. I couldn't stay in one place for too long, and my being a Maiden would only make her family a target. And... I didn't want to make you grow up without her."

Ruby smiled sadly at the admission.

"Yeah, that does sound like her. I'm kinda glad that she wasn't forced to go do something like that... that's not mean of me to think that, is it? I mean... it's sad that she was taken from us so soon; I really wish she could see how much we've grown."

"I know she would be so proud of you if she could see you here now," Amber agreed. "I know you'll become a fine Caelesti. A good thing too, if Raine is anything like his father."

"What's that supposed to mean?" he asked with a frown as he crossed his arms.

"Your father was a very reckless man, but he meant well," Amber explained. "He was always the first to jump into battle, and always personally went after the strongest Grimm. I can't count how many times I've had to rescue him from some outlandish stunt."

Ruby laughed openly at that remark.

"Raine does kinda have a bad habit of getting himself hurt, now that I think about it," she mused with a playful expression, ignoring the indignant looks he was shooting her. "In fact, when we went on a mission to Mistral, we all sparred with Uncle Qrow. Raine decided to absorb the energy from a lightning dust crystal to make himself faster."

Amber's face went a slight shade of pale.

"He did what?!" she asked with shocked concern.

"It was an experiment that ended up working in the end," Raine defended as he tried to wave it off. "Besides, the technique is completed now; no more side effects. I'm thinking of using it in the doubles round tomorrow."

"You will do no such thing," Amber quickly shot back. "You're lucky you didn't fry your nervous system."

"Mom, it's ok; really," he said trying to calm her. "I can control it now, and it's not like it's the worst thing that could ever happen to me."

"Either way, I'm still your mother. I don't want to see you get hurt," she stressed.

Ruby joined in, lightly pinching his arm and making him yelp.

"She's not the only one who feels that way," she agreed with a frown. "You have a lot of people who love you; how do you think it makes us feel when you're always playing with death?"

"You don't have to say it like that..." Raine grumbled as his head drooped.

"I kinda do," Ruby pressed on as she gave his hand a squeeze. "I already lost my mom, and I don't want to lose you too. It's like I said in the hospital when you woke up; I _can't_ lose you."

"What do you mean by 'woke up'?" Amber questioned carefully.

It was Ruby's turn to frown.

"Our mission in Mistral ended badly," she clarified as she swallowed the lump in her throat. "We... were sent to investigate an old Atlas base. Long story short, one of our classmates got his hands on some really bad magic, a type of poison that gives you a freakishly big power up at the cost of destroying your own body. This place we went to was supposed to have a cure, or at least a design for a cure. We ended up finding what we needed, but on our way out, we were stopped by the current White Fang leader, Adam. He... he and Raine fought, with Raine staying behind so that we could get away."

Ruby shook her head, trying not to let herself cry over the memory. She couldn't keep letting it bring her down like this.

"Adam almost killed him back then. He just barely got away, but his injuries put him in a coma for almost a month."

Amber wiped away the moisture in her reddening eyes.

"I'm so sorry he turned out that way. Adam used to be such a sweet boy, I can't imagine what could have happened to make him turn like that, and it looks like I was right," she said with a sniffle as she looked towards her son. "You're just like your father."

"How?" Raine questioned.

"No matter how dangerous the situation, he always thought of his team first. He'd sooner sacrifice himself than let them get hurt."

A pained expression flashed over Raine's features, something that didn't go unnoticed by his mother.

"No I'm not..." he said quietly.

"Honey?" she asked uncertainly, unsure how to approach her son.

He shook his head and got to his feet, Ruby rising with him as she put a comforting hand on his back. For him, the mood had soured.

"I don't want to talk about it right now and it's getting late, so we should probably head back. We had a long day, and I still have a doubles match tomorrow."

Amber rubbed her hands together nervously as she stood up to meet him. Shoving aside her growing anxiety and the pain in her heart, she stepped forward and wrapped her son in a hug; he stiffened at the contact, clearly bothered by something he didn't want to voice.

"I know we've technically just met, and you would be right not wanting to share your secrets with me; I've been gone for too long, and it would be presumptuous of me to think I have earned that. Just know that I want to do anything and everything I can to make it up to you, so... all I ask is that you give me a chance. I won't force you to open up, but when you're ready, please come to me," she murmured in his ear.

"I know mom..." he sighed back as he finally returned the embrace. "I don't want to sound selfish, but... I think I just need some time. A week ago I thought you were dead. I really am happy that I have you back... and... thank you for being here now."

Amber sniffled as they separated, her hands lifting to furiously wipe away her tears.

"Oh now look what you've done; you made your mother leak," she whined as she forced a smile. "Now go on you two. Glynda may have given you a bit of a free pass tonight, but I still don't want her catching you out after hours."

Ruby stepped forward to give Amber a hug of her own.

"We'll see you again tomorrow, right? I really want to bring our friends along with us," Ruby asked hopefully.

"We'll see," Amber answered with no promises. "I don't want to draw too much attention to myself just yet."

Unlike with Glynda earlier, she wasn't going to let the little rose's pout get to her. She walked them to the door, reminding them not leave their weapons.

"Now make sure you wash up before bed, brush your teeth in the morning, and have a big breakfast. You'll need to keep your strength up," she chided as she ushered them into the hallway. "Wear clean socks and underwear, and please don't do anything too dangerous."

"Mom, please!" Raine said with exasperation, the earlier tension now gone.

Ruby giggled from behind her hand as she watched her boyfriend trying to deal with a mother's worrying.

With a final farewell, the two Caelesti made their way back to the elevator hand in hand. Amber stayed in the doorway, a wistful smile on her face as she watched them walk out of sight. She was now left alone in her apartment, the only sounds being the steady hum of the refrigerator and the click of a closing door. She leaned back against the door as her thoughts raced.

"Oh Amber, how are you going to fix this mess?" she lamented softly.

Thankfully, she wouldn't have to dwell on her melancholy for very long, as the loud buzzing of a scroll drew her attention. With a confused look on her face, she followed the sound to the dining area, and found the offending device on the glass table. That's right; Glynda had told her about it earlier. With a swipe of her finger, the screen unlocked, showing that a rather large folder of files had been emailed to her from Ozpin; the dossiers. Filing away her personal issues with her son for a later time, she took the scroll back to her bedroom in the rear of the apartment. Right now there was a more pressing matter; finding her attacker and hopefully, finally getting the rest of her aura back.

* * *

"You're still thinking about what happened to Ari and Cyan back in Vacuo, aren't you?" Ruby asked sympathetically.

"Not just that but at the Breach too," he said with trepidation. "I don't know how I'm going to be able to tell her that I had nearly gotten my best friends killed... twice."

"Just take it one step at a time," Ruby said comfortingly. "It's like she said; don't force it, just let it come naturally when you feel like you're ready. Just... try to trust her like she trusts you."

"I know Rubes... this is just a lot for me to take in."

They walked the rest of the way in silence, the soft glow of the shattered moon casting long, silvery rays of light across the courtyard. Shadows danced around every corner, though hardly in a menacing way, even though Amber's attacker was supposedly right underneath their noses. As long as Ozpin, Goodwitch, Ironwood, and Qrow were around, she would be safe. With a little nod to herself, Ruby resolved that if it came down to it, she would protect Amber too. No baddies were going to get to her, not on her watch.

Unfortunately, her boyfriend was still in a slump by the time they made it back to their dorm. With a tug on his arm, she stopped him from opening the door, and when he turned to question her, she hastily pressed her lips to his, her hands lifting to cup his face. Like a switch being flipped, his bad mood evaporated, his arms moving quickly to encircle her. With a pace that was soon becoming feverish, he backed her up into the wall opposite of their dorm, their lips furiously tangling with each other. Hands wandered everywhere, bodies writhed together, and with a quick burst of strength, he lifted her light frame up into the air by her hips, her legs wrapping around his waist to keep herself steady.

"Better?" Ruby asked with a coy smile when their lips finally separated, the both of them panting for air.

"Better," Raine admitted, his body flushed from her sudden passion.

"Good; I don't want my dearly beloved to be all down in the dumps," she chided as she pressed her forehead against his.

"Dearly beloved? And where did that line come from?" Raine asked with a wry smirk.

"Oh just another one of Blake's romance novels..." Ruby answered playfully.

Bracing her hands on his shoulders, she unwrapped her legs and hopped down. Mindful of where their team might be, she unlocked their door with the greatest of care. Peeking her head in, her expression soon grew steamy when she noticed the three other girls all asleep in their beds; it seemed today took more out of them than she thought. Ruby turned to her boyfriend and waggled her eyebrows.

"You know... your mom _did_ stress that we should get cleaned up before bed."

His face went red as he quickly caught onto her train of thought.

"I'm pretty sure that's not what she had in mind," he whispered huskily.

"Or maybe she did?" Ruby continued as she gently pressed herself fully against him, arms wrapping around his shoulders. "She did wonder if she was a grandma."

A strained groan made its way out of his mouth as she caressed him through the front of his pants. Her smile only grew at the power she held over him.

"Speaking of Blake's books..." she continued, her voice thick with need. "This last one I grabbed mentioned something I want to try called a _soapy_ , and it sounded really fun, and the best part is..."

To emphasize with effect, her other hand grasped his and slipped it underneath the fabrics of her skirt. The warm face of her panties greeted his fingertips; she didn't need to guide him further.

"... all it is... is some... heavy touching... with soap. We'll get nice... ah... and clean," she finally finished as his own rubbing got her hot and bothered.

"Ruby, you're going to be the death of me," he breathed out as they continued touching each other. "You're making it really hard not to take you."

"Ah ah," she tutted as she pecked him on the lips. "Not yet; win the tournament first, and maybe I'll consider it."

"What? But what if I lose?"

"Think of it... as a reward to win. But if you do lose... I guess I'll just have to wait a little longer."

"Ruby that's not fair..." he whined as they rubbed each other harder. "You're teasing is even worse than your sister."

It wasn't like he forgot those tumultuous first couple weeks at Beacon. Yang noticed pretty quickly how Ruby took an interest in him, and that they would sometimes steal glances at each other in class, so she made it her life's mission to tempt and tease him as a test of will, much to the chagrin of Weiss and Blake, to get an idea of how he would treat her little sister. He passed with flying colors, and while there was some obvious attraction there to her... womanly assets, Raine never made a move on her. Ruby knew exactly what he was talking about too. Despite the roiling jealousy she had felt back then, she still made sure to take plenty of mental notes for use later. She smiled coyly and tugged his face down by the back of his neck, her lips tracing little kisses to his ear.

"You got it backwards, lover," she whispered, sending shivers down his spine. "I'm _better_ than my sister."

* * *

 **A/N: Another update for my loyal readers. When I decided to bring Amber back, I needed to be careful with how Cinder and company would be treated in this AU. I don't want the damage they can cause to get overshadowed by Adam, nor do I want them taken out prematurely by having Amber being able to tell Ozpin everything. The memory lapses then became logical considering half of her soul was stolen, and the contact point for the Kiss was on the face. No easy solutions here, folks.**

 **Raine is also going to need to get used to having a mother around. Aside from the obvious growing pains like with her maternal instincts to protect and coddle, he's not going to be a completely open book to her. She's been gone for seventeen years, and to a teenager, that doesn't build any trust. Right now, he trusts Ruby more than Amber.**

 **I hope you all enjoyed this new chapter. If you did and haven't already, please hit those fave and follow buttons, as your support is what drives me to keep this show rolling. That's all folks; ZEN signing off.**


	35. Round 2: Fight!

**A/N: Hey peeps, ZEN here and I'm back with a new chapter. Before we get started, however, there are just a couple things I'd like to point out. First off, at the time of this chapter's release, we've passed 102k views for WWSE and over 200k words. That is absolutely incredible! Thank you so much for everyone's support! This started as a what-if idea and I never expected to get this far. It's only because of you, my loyal readers, that we've made it to volume three with this much feedback. Let's keep this gravy train rolling.**

 **Secondly, four songs of the Vol 4 soundtrack are now out. If you haven't already, go listen to them (Bumblebee fans rejoice lol). Jeff and Casey Williams keep blowing me away with their songs and I can barely wait the next few days for the album's full release. Every song tells a story, and these stories are probably the best thus far. _This Life of Mine_ is just hauntingly beautiful...**

 **Now, that's enough out of me. On to the fights!**

 **Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"No pressure, Jaune," the knight muttered to himself as he suppressed the somersaults in his stomach. "You totally got this, nothing to worry about, be cool; you're the center of coolness, the head honcho of cool. Just show the world how cool you are. "

Pyrrha suppressed a snicker at his self-pep talk as they awaited on the lift below the arena. She had to admit, she half expected the blonde to back out when she asked him to go into the doubles round with her. After all, this just wasn't some mock battle under the watchful eye of Professor Goodwitch.

"Jaune, relax," she said soothingly as she put a hand on his shoulder.

"Oh man, why did I agree to this again?" he lamented, not noticing her trying to calm him. "The whole world is going to see me blow this! I'm gonna go out there, make a fool of myself, and Pyrrha is going to have to carry the whole match... I'll be forever known as the clumsy sidekick of the Invincible Girl!"

"Jaune!" she repeated more forcefully. "You're going to do fine."

"But... that team match was just a fluke," he countered. "What if our opponents figure out I'm the weak link? I'll get slaughtered out there and you'll be left to fend for yourself and-"

She cut him off by kissing him full on the mouth. He locked up at the sudden move, too shocked to do or say anything in response. As quickly as it came, she broke the kiss and focused on him expectantly.

"Do I have your attention now?" she asked.

He nodded dumbly.

"Good. Jaune, you're not a weak link. Over the past few months we've been training together, I've watched you grow and improve so much. I've never met anyone with as big of a drive to better themselves than you, or with as big of a heart to keep pushing themselves past their limits. So believe me when I look at you and tell you that _you are ready._ I wouldn't have picked you if I had thought otherwise."

Neither warrior noticed when the elevator began it's long ascent to the arena floor.

"But what if we end up losing because of me? I mean, you'll lose your title!"

"Jaune..." she said soothingly. "Since when have my titles meant anything to me? Invincible Girl... Unbeatable Girl... Scarlet Queen of the Arena... the Unstoppable Spartan; all of those things mean nothing. All I care about is that you're here with me by my side, not as a sidekick or just a teammate, but as an equal."

Jaune froze at that admission.

"Oh stop that," he said as he looked away embarrassed. "I'm far from your equal; that sounds more like Raine."

She laughed and shook her head.

"At the rate you're going, you _will_ be my equal, and I wouldn't have anyone else. Now, are you going to keep being the Jaune Arc who could barely hold a sword properly the first day I met him, or are you going to be Jaune Arc the Iron Knight whose shown me what hard work can accomplish?"

Jaune looked at her with awe.

"You really have that much faith in me?"

His expression broke out into a wide grin.

"Alright then. Let's go show em what we can do."

Pyrrha smiled as he got his spirit back together. With a gentle pull, she brought him into another light kiss, one that Jaune was ready and eager to return. It was simple, sweet, and innocent, conveying everything they wanted to say in the purest form of wordless expression.

"For good luck," Pyrrha whispered against his lips as the separated.

The reinforced steel of the arena floor parted above them, exposing them to the roar of thousands and the shining sunlight of a new day. Jaune swallowed the lump in his throat as a flash of unease shot through him. There were just so many eyes watching his every move simply here in the arena, nevermind the millions around the world. Closing his own, he went through some breathing exercises that Pyrrha had taught him over the course of their lessons. While similar in concept to the meditation used by Mistralian monks, which happened to be a hobby of Ren's, these steady breaths were more of a nerve suppressant and calming mechanism before entering battle. It had done wonders just before their team match yesterday, and it was doing exactly what he needed now. He barely caught the words of their opponents.

"Oh wow! Pyrrha Nikos! This is going to be so much fun!" came a young girl's voice.

What greeted Jaune's sight was probably the most blatantly pink girl he had ever seen. She was small in stature, easily a head shorter than him. Her pink hair was pulled back with flower clips into a pair of long pigtails that easily passed her waist, framing a youthful, almost childish face, and her sparkling orange eyes glittered mischievously at him. She was rather scarcely dressed, much to his embarrassment. A low cut, purple tube top with pink borders that accentuated her cleavage was stretched overly tight across her form, the bottom edge of which hooked by a pair of gold rings to a small stretch of purple fabric hidden beneath a pink and white sash. Tight, purple spandex shorts peeked out from underneath, the leggings of which barely reaching her mid thigh, and a long, pink and purple half skirt fanned out behind her. Its ends lined up perfectly with her ankles. Lace, purple stockings reach up to the middle of her thighs, and fashionable boots of the same color scheme as the rest of her outfit protected her feet, clasped together with large, golden buckles. A pair of pink and silver chakrams hung from her waist.

Pyrrha smiled in acknowledgment.

"You seem familiar as well. I feel like we've met before."

The pinkette nodded vigorously.

"Mhm, my name's Fushia! We fought in the Mistral Regionals two years ago. Crazy how we ended up seeing each other in another ring, huh? And we both brought a cute boy with us too!"

Jaune blushed under the praise, but his attention was focused on her partner, an almost polar opposite of the cheerful young girl. He stood with an ornate glave planted into the floor with one hand and the other shoved into his pocket. A bored expression was written across face, his mess of spiky black locks was swept backwards, and a prominent set of bangs shaded one eye from view. A long, black overcoat fell from his shoulders, the hem of which reaching to his knees, but curiously the young man had chosen not to wear the sleeves, the article secured to his form by a simple, gold chain clasped around his collar bone. Metal pauldrons armored his shoulders and a reinforced, steel cuirass dressed his chest, draped over a midnight black tunic. Plated, leather gauntlets dressed his hands, and both ring fingers displayed a gold ring. A lopsided brown leather belt hung loosely around his waist, and white trousers were tucked neatly into black, leather boots. His glaive was dark and imposing, its elegant form a deep hue of purple accented with gold. Its edges gleamed in the sunlight, yet the flat faces seemed to absorb the lustrous beams into itself.

A charcoal iris eyed Jaune with scrutiny.

"Please Fushia, not in front of the masses," he drawled out.

"Pfft, lighten up Nocturne," she shot back. "It's a tournament; you're supposed to have fun?"

"I'll be the judge of that, provided you make Nikos' partner prove his mettle," he answered simply.

Fushia shook her head in exasperation as the roulette screens kicked in behind them. Unlike the team rounds yesterday, the doubles section featured four biomes instead of two. Jaune watched with apprehension as their battlegrounds were chosen; urban, anti-gravity, desert, and mountain.

"Don't underestimate me; I was taught by the best," Jaune challenged back as he tapped his chest with his thumb.

Nocturne shrugged in response and lowered into a loose attack stance, his glaive held off to the side. Fushia followed suit, her hands grasping the handles of her chakrams as she began to lightly bounce on her feet, humming a little tune to herself.

"Anything I should know about the girl?" Jaune asked Pyrrha as Professor Port boomed over the microphone.

"If she's anything like I remember, she likes to dance a lot. Expect her to play more defensively by evading your attacks until she spots an opening," Pyrrha explained as the two of them lowered into their phalanx guards. "As for Nocturne, I've never seen him before. Be cautious."

"I can do that," Jaune agreed. "Let's try to stay together as much as possible."

Pyrrha gave him a lighthearted smile and a nod.

"Get ready for a showdown, folks!" bellowed Professor Port. "We have Fushia Dhalia and Nocturne Merlot representing Team SFRN (Saffron) of Haven vs. Pyrrha Nikos and Jaune Arc representing Team JNPR of Beacon!

As one, Pyrrha and Jaune swung their shields in an arc, the pair settling into a phalanx guard. Their defense of iron and bronze overlapped in a solid shield wall, challenging their opponents to break through.

"Begin!" came Professor Port's announcement.

"Get into position," Nocturne said simply.

Fushia giggled and sped off to the left, disappearing into the ruined jungle that was a mock Mountain Glenn. Her partner kept his role simple, moving in full speed ahead to draw their attention. Bringing his glaive to bear, he swung in a wide arc, aiming for Jaune on the right. The blonde knight braced himself as he took the blow, his knees buckling under the sheer strength that assaulted him.

"Break!" the knight ordered.

Together, he and Pyrrha rushed forward, capitalizing on the opening Nocturne's rebound had created. She moved in first, swinging high for his face, but he quickly ducked to avoid her blade. Jaune followed, swinging low as he went for the dark boy's legs. With the same, bored expression, Nocturne stepped backwards to avoid the swing. Jaune spun with his advance, keeping his balance despite the lack of contact with his target. Bringing Crocea Mors to bear, he followed up with a back-swing, greeted with the tell tale clang of steel on steel, Nocturne lifting his glaive to block. With the unwieldy weapon held suspended in his right hand, Nocturne's left shot to his belt, grasping the handle of a hidden short sword, a gladius of the same style as his glaive. He drew it in time to parry a second strike from Pyrrha.

"That's right," he said softly. "Come at me as one."

The trio fell into a dance of attack and receive. Jaune's progress became blatantly clear as his friends watched with muted awe. The young knight moved in sync with Pyrrha as he hacked and slashed with blows that landed with thunderclaps. His heavy strikes were complimented by Pyrrha's quick jabs, yet Nocturne met them blow for blow, his skill and finesse with the glaive rivaling Ruby with her scythe.

"Whoo hoo! Get him Jaune! Waste his emo ass!" cheered Yang and Arianna as they jumped from their seats, flanked by the RWBY/ARC/JNPR gang.

Emboldened by the clear voices of the buxom blondes, Jaune grinned and pressed forward, charging with his shield raised and crashing heavily against the glaive of his stoic opponent. Pyrrha came up from behind him, taken advantage of their struggle and vaulted over Jaune's shoulders, thrusting forward with Miló in its javelin form. Their dual attack did little to Nocturne or his demeanor, as the warrior simply leaned his head to the side to avoid the strike. He wasn't one for sitting still either, as he picked that moment to roll around Jaune's defense, swinging with his sword and carving into the blonde knight's back. A follow up with the glaive crashed into Pyrrha, knocking the gladiator aside before she could regain her footing on solid ground. Both aura levels of the duo from Team JNPR dropped with that exchange while Nocturne's remained steady.

"He's strong..." Raine said with curiosity as he leaned forward on his knees, watching the fight with a critical gaze. "This might prove troublesome for Jaune and Pyrrha."

"Pfft, Jaune's got a lot more up his sleeve and Pyrrha always starts off small," Nora said confidently. "You're going to see a whole 'nother side of him today, Blue!"

"I'm more concerned with the girl," supplied Ren. "She disappeared at the start of the fight, and we have no idea what she's capable of."

"Ren's right," agreed Blake. "If Nocturne sent her off with that kind of confidence, when it seems that both of them know what Pyrrha is capable of, that means they aren't at all worried about her skill."

Jaune stumbled forward with the attack, feeling his aura slip away as it absorbed the strike. This guy was good, really good, and his pink partner still hadn't jumped in yet. He fell back into his phalanx guard as he regained his footing, turning to face his opponent only to find him missing. Confusion etched across his face, Jaune hastily scanned his surroundings, barely noticing when Pyrrha came running up behind him.

"See anything?" he asked as a bead of sweat dripped down his brow.

"Nothing," she replied. "It's as if our quarry has vanished out of thin air."

"Not quite," a voice came from above.

The two warriors sent their gazes skyward to see a black form suspended high above. Nocturne flourished his glaive, its blade splitting in the middle and revealing a small, hidden cannon. Squeezing a trigger in the shaft, he fired several volleys of purple flares at his intended targets. Jaune and Pyrrha scattered, the deadly missiles digging blackened craters into the arena floor. The recoil kept him perfectly suspended. Nocturne was meticulous with the placement of his shots, a pattern Weiss was picking up on.

"He's leading them into a trap," she muttered with her arms crossed.

"What makes you so sure?" questioned Ruby. "All he's done is play defense and run."

"Seriously? Come on Ruby, you're supposed to be the team leader; you need to pick up on these kinds of things. Just look at him. He's held all the cards from the start," Weiss huffed back.

"Patience in a battle is always exercised by seasoned warriors," Ren explained. "Weiss is right to worry."

Unbeknownst to the Arkos pair of Team JNPR, Nocturne's volleys had steadily pushed them back towards the urban section of the arena. Satisfied with their new position, he redirected his aim skyward, a knowing smirk growing on his face.

"Now Fushia!" he yelled, firing a round as he plummeted back to solid ground with aid from his recoil.

His pink companion rushed out from the shadows of the ruins, sending a solid kick into Pyrrha's jaw and sending her into the air. Turning on her heel, she spun in a low pirouette and lashed out with her chakrams, the sharpened edges cutting into Jaune's legs. He let out a cry of pain from the surprise attack and stumbled backwards, trying to gain some distance. The pink girl wasn't going to let him get away, as she followed up her spin with a somersault, landing a heavy axe kick on his sword arm's shoulder. The impact drove the blonde knight to his knees.

Pyrrha grit her teeth as she tumbled head over heels in the air. Jarred from the unexpected strike, the gladiator quickly recomposed herself and, with help from her magnetism, vaulted to safety from the mirrored face of Akoúo̱, the dark blur that was Nocturne speeding past as his blade missed its mark. With another flick of her wrist, her semblance grasped Jaune by his armor and yanked him back as he let out a startled yell, a mere fraction of a second before Nocturne hit the ground, burying his glaive into the ruined asphalt. The very point where Jaune had been standing became Ground Zero for the crater that resulted from Nocturne's impact, the blow sending aftershocks scattering throughout the Colosseum.

"Oh come on! Making craters is my shtick!" Yang complained loudly.

"Sit down, you're not the only one who does it," Cyan grumbled with his arms crossed.

Jaune let his mouth hang as he bore witness to the destruction that nearly flattened him.

"What the..." he gasped out, unable to grasp how easily he could have been flattened.

"Jaune," came Pyrrha's voice as she landed beside him. "Snap out of it. He's strong, but that doesn't mean we're not."

"Yeah, no kidding..." he muttered as he focused his aura, drawing a look of surprise from Pyrrha.

"Wait, are you sure you want to do that _no_ w?" she questioned uncertainly.

His aura started to flare from his form; at first a gentle roll of white, but soon growing in strength. Since day one in the Emerald Forest, Pyrrha had always suspected the massive reserves of power hidden within Jaune's soul. Her suspicions only grew as they began training with each other. The green and unrefined knight had incredible potential, and he was learning to grasp the full extent of his aura.

"I know I can't hold this form for very long, but we'll have to end this quickly anyway," he reasoned. "If this drags out, we're done. And besides..."

He gave her a smile.

"I want to show our friends just how much you've taught me."

Pyrrha's face lit up at his praise. With a gentle smile, she nodded and returned her attention to their opponents. As one, the two warriors released their locks on their auras. The ground splintered beneath their feet under the sudden expulsion of power. Pyrrha's roiling, orange energy mixed well with the raw, erratic form of Jaune's pure white blaze. His muscles bulged with the sudden surge, tensing to continue his attack.

"She taught him how to use _that_?" commented a shocked Raine. "I hope his body can handle it."

"Ok..." interjected Yang. "I've watched you, Pyrrha, and now Jaune use _that._ Just what is _that_ supposed to be?"

"It's an advanced form of aura manipulation called Breakthrough," explained Weiss. "Under normal circumstances, aura shields the individual from physical harm and extends the physical limits of the body. Under Breakthrough, however, those limits are forcibly removed, and the user's abilities are exponentially increased. When used by the right Hunter, the individual becomes capable of feats of strength and speed that would otherwise be impossible. The only drawback..."

"... is that it constantly drains away the user's aura at an accelerated rate," Raine finished for her. "It's why Pyrrha and I were so exhausted after our spar."

"And if used at the wrong moment, it'll leave you completely defenseless and at the mercy of your opponent," added Arianna.

Following his gaze, the gang observed the scoreboard and watched as the aura levels of Jaune and Pyrrha displayed a steady drain. To their alarm, Jaune's was depleting at the faster rate. He was banking everything on a quick win. Muscles pulsing with power, the duo shot forward, though Pyrrha moved at a much greater speed than Jaune, her years of training clearly evident between the two. That wasn't to say he was lagging too far behind.

He closed the distance quickly, aiming for Fushia whom he was hoping would be the weaker of the two. She smiled as he approached, spinning on her heels and gliding forward, meeting him in the middle. True to Pyrrha's word, she moved with the elegance and grace of a dancer, her intricate spins and steps a clear clear compliment to her fighting style and weapon choice. She parried away a powered chop with a flick of her wrist, the chakram sparking with the contact. Noticing the blow sent him stumbling off balance, she smirked and followed up with a jump-spin sidekick, planting the heel of her boot into his jaw. Her composure was shaken on contact; it literally felt as if she had kicked an iron wall. To her shock, he barely flinched at the blow, growling as he pushed back against her body weight. She jumped backwards to avoid the angry slash that followed. Fushia retaliated by channeling her aura into the hidden dust crystals built into her weapons. With a graceful set of swings, she sent a volley of pink energy discs spinning at her attacker. They shattered harmlessly against the face of his shield.

"Jeez, did I touch a nerve or somethin'?" she laughed nervously as he advanced on her.

"I don't have time to play around right now! Sorry!" he yelled his retort.

He rushed forward, his blade sheathed in alabaster power. Their weapons clashed together, the two combatants falling into a fierce and quick-paced exchange. Fushia felt his energy crackle as it came dangerously close to her face, the tip of his blade grazing a small cut into her cheek. She back-flipped clear of another slash, only to leap forward with an overhead chop, her chakrams crashing against the face of his shield. Swinging his arms out, Jaune threw her off of him with an angry shockwave, barely missing her with his blade as she tumbled back to safety. He jumped forward in pursuit, swinging in a wide arc with Crocea Mors and knocking her aside into a building. Fushia gasped out in pain as she impacted, his blow far stronger than what she was braced for. She slid to the ground in a limp heap.

"Game over!" he yelled as he landed in front of her.

Too stunned to mount defense, she was left helpless to receive the barrage of jabs that followed. Roaring with the ferocity of a lion, his sword arm became a blur as he struck her countless times, the stabs chipping away at her aura under the unrelenting onslaught. The concrete of the wall behind her cracked underneath his assault, yet it held just barely enough to keep her in place. Breathing deep, he reared back with both hands, channeling his aura into one final swing.

"Knight's Barrage!" he bellowed as his blade descended.

"Mommy," she squeaked out he his sword came crashing down into her, a diagonal slash that blasted her through the ruined building.

"Oh! I don't care which kingdom you're from, that's _gotta_ hurt!" came Port's voice over the microphone, Fushia's aura reduced to zero. "Young Fushia will find it difficult to get out of bed in the morning!"

"Mr. Arc's use of Breakthrough is a gamble that's going to cost him, I'm afraid. Ms. Nikos will have to deal with young Mr. Merlot alone," added Oobleck.

The bespectacled doctor couldn't have been more right. Jaune felt his energy begin to wane; he beat her with barely enough time to spare, not nearly enough to aid Pyrrha directly. Turning away from the rubble, he rushed off to find her, his ears following the sounds of battle in the anti-gravity section of the arena. What greeted him was a dizzying display of acrobatics amongst the suspended platforms.

Pyrrha and Nocturne fought with a fervor worthy of song. She used her superior speed to keep the dark boy guessing, yet he always seemed to have been ready to meet her when it came time to clash. He parried away a jab from Miló with his gladius, swinging in retaliation with his glaive. The blow was absorbed by the gladiator's shield, but was strong enough to launch her from the platform they dueled upon. With a huff and a stomp, he channeled his aura into floor, reversing the gravity they were subjected to. His face a mask of calm, Nocturne turned with the change in force, twisting smoothly as he impacted with the platform above him. Pyrrha had little similar luck, having not expected the sudden swap and crumpled heavily on her own platform.

Disorientated, she mounted a more feeble defense as Nocturne leaped at her once more, his glaive crashing down upon her guard with a mighty crash. She spun underneath his weight, delivering a sweep kick to his legs and tripping him forward. A bash from the edge of Akoúo̱ into his sternum sent him flying away from her, giving the gladiator some much needed breathing room.

"Pyrrha! Here!" came Jaune's yell.

With relief, she turned to see him emerge from the urban jungle, her eyes lighting up in recognition as he threw Crocea Mors to her. A flick of her wrist returned Akoúo̱ to its clip on her back, her left hand deftly grasping her partner's blade. At that same moment, his Breakthrough faded away, leaving his aura level in the red and thus eliminated from the match. The blonde knight crumpled to his knees, gasping for breath as his muscles screamed in protest from the over exertion.

"While an impressive burst of strength from Jaune Arc, it indeed appears he kept at it for too long. Miss Nikos is going to be hard pressed to triumph over her remaining opponent!" came Professor Port's booming voice.

"Feel, don't think," she murmured to herself as she used her aura to reset the gravity to normal.

She fell with her eyes closed, taking in her surroundings as she deftly righted herself in midair and landed on her feet. She crossed her arms, her twin blades rising to frame her face, and channeled her aura into their edges. They glowed with a warm, orange light. Her warrior's senses tingling, she opened her eyes once more, sharpened irises focused on her advancing opponent. She noticed that a dark, purple aura was radiating from Nocturne as well. It appeared he too had a Breakthrough to fall back upon.

Raine leaned forward in alarm as he watched the darker warrior exude a power eerily similar to the aura Adam had drawn upon.

"Hey..." came Ruby's worried voice. "You don't think that's..."

She trailed off, not wanting to complete that sentence on her own.

"I don't think so," Raine answered with a shake of his head. "It's dark but... it doesn't feel as sickening or malicious. All the same, Pyrrha has her work cut out for her."

Down in the arena, Pyrrha and Nocturne rushed at each other, their blades erupting with a flurry of sparks. The rising action was accompanied by a rise in the energy of the crowd, the countless thousands sitting on the edges of their seats as the Unbeatable Girl battled with the dark stranger. She spun with a flourish, raining down a barrage of blows against Nocturne's guard. He took shelter behind his glaive, the much wider face doubling as a shield of his own. As the battle wore on, the stoic demeanor he had started with was giving way to a look of glee. He laughed openly when he deflected a lunge from the gladiator, his larger weapon smacking her away with a back-swing.

"That's it, Nikos. Show me the depths of your power!" he challenged.

His aura was flaring wildly now, it's darker bursts enveloping him fully like a shroud. Pyrrha narrowed her eyes as she watched him warily; his pupils and irises had taken on a pale color, and the veins surrounding them pulsed unnaturally. His aura was so deathly similar to Cardin's that fateful day. Just who was this guy? Her musings were cut short by a swing from Nocturne's glaive. With that initiation, they returned to their fierce clash.

Jaune watched in awe as the pair of comparable titans danced back and forth, their blows sending ripples throughout the ground. Pyrrha never ceased to amaze him. Despite all the time she had spent making him even half of a decent Huntsman, she still found opportunity to further her own strength, and here it was showing in spades. A brief part of him found itself envious of her natural talent, but that was quickly beat down. He was honored to be her partner.

Pyrrha grit her teeth as a powerful downward slash ripped through her aura. She could feel his glaive's edge bite into her skin and armor. A glance at the scoreboard showed her she was barely above 25%; she had to end it now.

She rushed forward while ducking underneath another swing, the massive weapon passing over her with a hair's breadth. Gripping Miló tightly in her right hand, she roared as she swung upwards, the slash carrying Nocturne into the air. She wasted no time, following him with an aura enhanced jump. She continued with her assault, lashing out with a barrage of strikes, their orange hued forms leaving trails of afterimages in their wake. Nocturne bellowed in defiance as he was forced to mount a defense with his gladius, her presence too close to use his glaive properly. Abandoning the larger weapon altogether, he reached out and grasped her in defiance, pulling her in to deliver a brutal headbutt, but she took the blow in stride, quickly shaking off her dizziness. Planting her feet on his chest and holding his form in place by his pauldrons with her Semblance, she vaulted off of him like a springboard to gain even greater height. Throughout this, she let her blades float free in the confusion.

Her hands now free as she righted herself in midair, similar to a bird leveling out its glide, she went to work with her attack, waving in intricate patterns with glowing palms. Possessed by magnetism, Miló and Crocea Mors honed into their target, held aloft by the very same power that gave them life. They carved with near lethal efficiency, gliding in wide arcs as they spiraled and twisted around him. Nocturne bit back the cries of pain bubbling in his throat as he was held at her mercy, drawing into the deepest reserves of his aura to maintain his protective skin. Even still, his smile remained as Pyrrha continued with her work.

"Titan's Fall!" she yelled as Akoúo̱ hovered behind her.

She channeled everything she had into this last attack. Planting her feet upon the shield's face, she rocketed forward, her aura pooling up into one final strike. She spun with her plunge, leg extended to deliver a devastating ax kick into his abdomen. The impact came with a thunderclap, Nocturne's form sent plummeting towards the arena floor. He landed with an aura charged explosion, the blast fracturing the ground and sending a massive plume of dust into the air. His aura monitor dropped rapidly to zero, a buzzer signaling the end of the fight.

Pyrrha landed heavily with her knee, gasping for breath as her aura faded from view. With weary eyes, she lifted her sight to the scoreboard; her aura blinked at 11%, just barely above the disqualification point. An exhausted smile formed on her features as Jaune came running up to her, her muscles trembling from the battle.

"And with _that_ stunning display, Pyrrha Nikos and Jaune Arc of Team JNPR are declared the winners!" came Professor Port's jovial announcement.

A roar erupted from the crowd as they stood up in applause, but all Jaune was focused on was Pyrrha. The blonde knight swung her arm over his shoulders as he helped her to her feet, his face all smiles.

"You're crazy, you know that?" he said jokingly.

"Flashy moves have always pleased the crowd," she responded with a tired chuckle.

"Not bad, Nikos. You actually punched through my aura," came Nocturne's voice as he stepped out of the smoke.

Jaune and Pyrrha were shocked to find he was barely winded, with not so much as a scratch marring his features. The only signs of battle were the scuff marks and light rips in his clothing. Otherwise, the darker warrior maintained that same, cool exterior.

"An impressive feat by any stretch; there are few warriors who could say the same," he continued as he lazily hefted his glaive upon his shoulders. "Had we not been participating in this competition, we could continue this dance, but alas rules are rules. This victory belongs to you and your partner."

"How are you still standing...?" asked an incredulous Jaune. "Your aura reads-"

"At zero?" Nocturne finished for him with an amused smirk. "Those monitors are calibrated with sporting events in mind. Neither mine nor either of your auras are anywhere _close_ to being depleted."

As if to prove his point, Fushia came running up from behind him with a beaming smile. She too looked no worse for wear than her partner.

"Jeez blondie, you're a lot stronger than I expected! You sting when you get serious!" she complimented with a cheerful grin she rubbed gingerly at her stomach.

"Ah well that's..." Jaune muttered with embarrassment as he rubbed the back of his head.

"Then how is it that we're exhausted and you're not?" Pyrrha asked curiously.

"Because neither of you have mastered Breakthrough yet," Nocturne answered simply. "The drain is much stronger when you first start out, so naturally your body hasn't properly acclimated. That and of course Fushia didn't use hers, and I barely tapped into mine."

Jaune and Pyrrha narrowed their eyes at their opponents; they both were holding back the entire time.

"Don't read too much into it," Fushia added as she waved off their suspicions. "Nocturne might be a bit prickly, and he's an absolute _slave driver_ when it comes to training our team, but he's really nice once you get to know him! And besides, this is a tournament, not a battle to the death."

"Anyway, it was an honor to cross blades with you," Nocturne said with a nod. "If by chance we meet again, hopefully it will be under less... confrontational circumstances. Fushia, we're leaving."

"Aw, already?" she whined.

"Come on now, they need to repair the ring for the next match," he said pointedly as he turned leave.

"Fiiiiine..." she groaned as she skipped after him, though she made sure to wave her goodbyes. "Cya around Pyrrha! And nice meeting you, Jaune!"

Jaune watched them leave with wary eyes. If what they said was true, then did those two throw the match on purpose? Just when he thought he was closing the gap with his own peer group, he was rudely reminded that there would always be people leagues above him in the world. His depressing thoughts were interrupted though when a gloved finger started poking his cheek.

"Hey, are you awake?" Pyrrha asked playfully as he jumped at the contact.

"Yeah, I just had a funny feeling about those two," Jaune sighed.

"Is that so? Are they really that much more important than your Queen?"

Jaune smirked.

"I guess not."

He let his shield fall from his arm. With his hand free, it rose to cup her cheek and, in full view for the world to see, Jaune Arc brought Pyrrha Nikos into a loving kiss. She smiled at his boldness, quickly throwing her arms around him as they sent a message to all the corners of Remnant. An energy shot through the air, as if millions of males had cried out in anguish, and were suddenly silenced by the females around them. Jaune only felt his own pride swell. She was indeed his Queen, and right now, it felt good to be King.

* * *

Cinder watched the match with amusement on the holoscreen from the confines of her dorm room, her two proteges preparing for their own fight at the Colosseum. Her finger lazily flipped through the line ups for the doubles round as the witch reclined comfortably on her bed. Missed opportunities were few and far between for the sultry pyromancer, yet this was one she had long since decided she could work without.

The son of the eccentric Dr. Merlot had a great deal of power to draw upon, but the aloof warrior remained too much of a wild card to approach. These particular new pieces on the game board did little to concern her however. Unlike the two Guardians under Ozpin's sway, Nocturne would have little impact on the Fall beyond being another sword standing against the Grimm. If nothing else, she was resourceful with the moment, and good fortune smiled upon her when Nikos and her blundering fool of a leader pulled through with a victory. By his seemingly throwing the match as he did, the dark warrior had unwittingly played right into her hands. A smile grew on her face as she proceeded with her manipulations of the match ups.

Coco and Yatsuhashi, she decided, wouldn't be an appropriate test for Mercury and Emerald. The pair from Team CFVY would've been bested too easily, and she had yet to punish her two charges for failing in eliminating Tukson. No, they needed to be beaten back in line for disobeying her, and as she casually scrolled through the competitors, she found whom she was looking for. Yes, they would make the perfect tools for her machinations. With a sinister smile, she made the appropriate changes.

* * *

 **A/N: The Vytal Tournament calls upon the greatest the Four Kingdoms have to offer, and I felt this would be a good time to introduce a new pair of characters. While Fushia came out pretty easily as far as drafting was concerned, Nocturne was far more difficult to work with. In Canon, one of the ideas was to have Nora and Pyrrha go up against Sun and Neptune, but that wouldn't work in this AU. Having Team SSSN lose to Team ARC left a gap that needed to be filled, but I didn't want to fill it with any characters that could be considered "throwaways". Coco and Yatsuhashi certainly aren't throwaways, and if I was going to take the extra time to develop new OCs, I was going to use them in a way that they could become game players later down the road. Nocturne's last name should give you guys some ideas in how.**

 **Also, bonus points to whomever can guess my inspiration for Pyrrha's finishing move. She is beauty, she is grace, she will ax kick you in the face. She is a warrior queen through and through, so it felt appropriate for her to fight like one.**

 **Finally, I've decided to give each fight its own chapter. I don't like overbloating my submissions, and every fight deserves the utmost attention to detail. As always, fave and follow if you enjoyed what you've read, and drop a review if you would like to share your thoughts on today's update. See you next time!**


	36. Never Miss a Beat

**Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"And now it's our turn!" Yang said happily as she bounced on her toes.

"Just remember to keep proper form?" Weiss chided as she tapped her foot.

"Ugh, alright. So, you're from Atlas. What can we expect from these guys?" asked Yang as she ran through some light stretches while the arena lift neared the end of its rapid ascent.

"Well, considering their Kingdom, academy, and armed forces are all merged into one, I think we can expect strict, militant fighters with superior technology and carefully rehearsed strategies," Weiss explained as the lift reached the top.

Both girls jumped as a form rushed past from behind their backs, an odd afterimage of a rainbow trailing behind the culprit as she rolled to a stop in front of them. The slim girl had moderate, red-orange hair that was done up in a quartet of ponytails, the top pair much larger than the bottom counterparts. Light blue highlights stood out in her bangs, and bright green eyes glittered mischievously at the Freezerburn pair of Team RWBY. She was dressed in a light blue tank top, hanging loosely over a purple bra, and wore dark purple shorts under a bright pink mini skirt, held in place by a white belt with a gold, smiley face buckle with a winking eye. A tiny purple button with a cat and another, smaller and green button with a smiley face were pinned over her right breast. White bracers protected both arms, and each leg was clad with shin and knee pads. Forgoing the usual boots, shoes, and sometimes sandals of fellow Hunters, the girl instead zipped around on a pair of red roller blades. An orange, feline tail swung behind her, colored in the same hue as her hair that faded into a white tip. She spun a pair of white nunchaku in her right hand.

The young man who stood next to her was far more reserved; dark skinned and wearing rectangular sunglasses. He traced with his fingers the rim of a black fedora trimmed with light blue as he glanced up at the two girls challenging him, a smirk on his features. A light blue tie hung loosely over his neck, the two ends hanging haphazardly across his chest. He was clad in a dark vest over a white, un-tucked undershirt, the tails of which hanging over the front of his striped, dark dress pants. A black holster filled with dust vials hung on his left leg. Silver dress shoes and a dark glove on his left hand completed his look as he stood with his arms crossed, his gloved hand holding a silver C trumpet.

"Or... whatever they are," Weiss said in defeat.

"Hey, you're Weiss Schnee right? The Heiress..." said the boy.

"I am," Weiss nodded with a smile and small bow.

"I take it you're pretty good with Dust then."

"I try my best," Weiss shrugged and averted her eyes from the light praise.

"Yeah, my dad was too; owned a little Dust shop of his own..." he continued, his tone changing from charming to begrudging. "... till you're father's company ran him out of business."

"Oh! I'm... sorry to hear that..." Weiss said dejectedly, but her condolences were lost on the young man.

"Sure you are," he answered sarcastically, earning Yang's ire.

"Hey why don't you-" the brawler started only to get cut off by the cat faunus in front of her.

"Hey! Why don't _you_!" she said mockingly. "That's what _you_ sound like!"

"Uh..." Yang said with confusion, taken aback by skater's demeanor.

"Hey! Where do you get your hair extensions?" continued the perky cat.

"My... this is just my normal hair," Yang answered her.

"Ooooo really?"

"Yeah... is that a probl-"

"You should try roller blading sometime! It's _super_ fun," she said, cutting Yang off again as she rolled around in little circles. "It might take you awhile though, since you're so... you know... _top heavy_."

Yang stepped back in shock at the comment, suddenly self-conscious of her bust as she glanced down, only to lash back out in anger. Weiss looked between the two with astonishment.

"Excuse me?!"

"Oh here we go..." sighed Ruby as she watched from the stands, the arena now shifting with the new biomes.

"Does that rainbow girl have a death wish?" asked Raine as his eye twitched.

"Weiss Schnee and Yang Xiao Long from Team RWBY of Beacon, versus Flynt Coal and Neon Katt from Team FNKI of Atlas!" came Professor Port's announcement.

The biomes of the arena settled as the burly Huntsman began his countdown. The four sections for this match were split between desert, fire, geyser, and urban. Yang crouched in preparation, hands clenched into fists as she eagerly awaited the chance to pummel the catgirl into the ground. Weiss took her usual stance, Myrtenaster at the ready as she focused her attentions on Flynt. The Heiress knew better than to get between Yang and the target of her frustrations. Flynt stood with his feet shoulder width apart as he raised his trumpet, Neon crouching low as she prepared to rush forward.

"Begin!"

Flynt wasted no time, opening up the match with a screaming tone from his trumpet. The sound waves became amplified by his aura as a visible ripple in the air appeared, a cone of force enveloping Yang and Weiss. The two girls struggled to maintain their footing as his blast pushed them backwards, with Weiss casting a gravity glyph beneath her feet. She failed to do the same for Yang unfortunately, and when Neon rushed forward under her partner's boost, there was nothing to anchor the blonde brawler when she was hit by a shoulder tackle from the funky feline. The force sent Yang bouncing back into the urban zone of the arena, Neon skating after her.

A smirk on his face, Flynt let loose another cadenza, this time aiming solely for Weiss as she was left alone to face him. She rushed forward as quickly as she could, but was soon caught up in his overbearing tones. Still, she pushed on as she called upon gravity glyphs to close the distance. Taking advantage of her stubborn nature, Flynt abruptly cut off the stream. With no counter-force to fight against, Weiss was sent stumbling forward with a cry. Flynt smirked as she tripped passed, spinning on the spot and swinging a kick into her back. She tumbled into the fire zone in a heap.

On the opposite side of the arena, Yang angrily chased after a taunting Neon, firing a wild flurry of flares that did little but amuse the skating feline. She flipped over a blast and feel into a grind upon a ruined railing, blowing a raspberry and tugging down her lower eyelid with her finger. Yang growled in response and doubled up on her delivery of explosives, but the nimble faunus glided through the blasts like a dancer in the middle of a crowded club.

"Never miss a beat, never miss a beat," she sang to herself as she rode upon walls and collapsed pillars alike, all the while aggravating her blonde opponent further.

She zig-zagged through another volley of flares, this time spinning her nunchucks in hand and as she came close, she smacked Yang hard across the face. Neon took advantage of her urban surroundings, bouncing back and forth with an accelerating speed, ducking and weaving through Yang's furious attempts of retaliation. With each pass, she pummeled Yang with her nunchucks, purposefully aiming for softer areas to match her taunting. Neon then slid to a stop, taking both ends of her nunchucks in her hands and bending them. A tell-tale crackle of dust came as they glowed a light blue, and like a switch being flipped, Neon was back on the attack, smacking Yang in the calf and encasing her leg in ice.

"Look! Now you're _bottom_ heavy too!" giggled the catgirl as she gave herself a smack on the rear.

Yang growled in response, stomping her encased foot on the ground and shattering the ice. She was too slow to react, unfortunately, as Neon went back on the attack, this time striking at Yang's right arm. Like her leg only seconds prior, this limb too became covered in a large block of ice, throwing the brawler off balance, and Neon continued having the time of her life; grinding on another railing and rolling smoothly between a pair of archways. With a smirk, she changed directions again, turning into a rainbow colored blur as she sped back towards her opponent. Jumping with her skating, Neon planted both feet into Yang's chest with an aura enhanced drop kick, sending the blonde brawler flying backwards into a wall. It splintered into a spider web of cracks upon impact.

Yang shook the dizziness from her eyes as she stared back at her infuriating target, the feline skater rolling in little circles once more.

"You should cool off," Neon taunted again. "Get it? It's cuz you're angry!"

Yang said nothing, choosing instead to clench her teeth and shatter what remained of the wall underneath her fist, cracking the ice into shards that fell with a chime upon the floor.

Weiss didn't fare much better with classy trumpeter, having been forced into a ranged battle amongst the super-heated landscape of a volcano. The two stared each other down, waiting for one another to make the next move. Weiss obliged him, spinning in a pirouette and flourishing Myrtenaster in intricate patterns. Four white glyphs then formed behind the Heiress, and with each spin, they pulsed and grew. Convinced they had sufficient mass and power, she finished her preparation and thrust forward with her rapier, a quartet of ice missiles firing from the glyphs. Flynt raised a brow at her change in tactics, but remained confident as the magma geyser in front of him began bubbling. He spun and flipped backwards, landing on his knees in showmanship, and let loose another blast from his horn, the sound waves timed perfectly with the geyser's eruption. The pillar of lava that followed was redirected, the molten rock vaporizing Weiss' attack in the blink of an eye.

"Too bad all that money can't buy you skill," he jeered, spinning his horn in his hand.

Weiss sneered in response, huffing and spinning the revolving chambers of her rapier. Settling on wind dust, she took stance again, meeting Flynt's tones with a twister of wind. The two forces canceled each other out upon contact, neither being able to push through. With Flynt grounded, her right rand twitched, and an array of glyphs surrounded him. She cut off the gust and jumped between her glyphs like reflections between mirrors. With each swap, she fired an ice shard, bombarding him in rapid succession and chipping away his aura. Flynt stumbled from the impacts, but forced himself to focus his Semblance.

Taking a player's stance once more, he blew with even greater force, his form multiplying into a quartet of clones, each one wearing a different color tie than the original; specifically yellow, green, and pink. They moved in unison with a slight delay, the one-man-band playing in harmony with himself with a powerful improv, his tones amplified four fold. The blast was too much for Weiss. She was launched from her attack between glyphs and sent tumbling to the edge of the biome.

"Whoa..." breathed Jaune and Arianna as they leaned forward.

"What's this?" asked a curious Port.

"It appears young Flynt has just activated his Semblance! And quite a remarkable one at that," answered Oobleck. "Ladies and gentlemen... feast your eyes on Flynt Coal's Killer Quartet!"

Flynt ran with the praise, flipping his fedora from his hand back to his head and tracing the brim. His copies followed with him, mimicking their maker perfectly. He glanced at the scoreboard, and with a satisfied smirk, sauntered forward, his copies receding back into his form.

"What's wrong, Schnee? This song too hot for ya?" he said with a smirk.

Weiss growled and got back to her feet, gripping Myrtenaster as she glared at the cocky musician.

"It's all good. Tell you what; I'll play on your terms," he suggested as he spun his horn and clipped it to his dust pouch. "C'mon... let's boogie."

She scowled and rushed forward, Myrtenaster poised to run him through. Flynt continued his smirk as she closed the gap, twisting and weaving between her strikes. The man moved as if he was performing a carefully choreographed dance, moving to rhythm only he could hear. His plated boot lashed out every now and then to parry a swipe that came too close for comfort, yet he never broke stride.

"And here I thought you rich types could dance," he mocked as he leaned under another slash that was poised for his throat.

"That's enough out of you!" Weiss spat, her ire growing by the second.

A white glyph enveloped her right hand. Pooling her aura into her palm, she slammed it into the ground forcefully, creating a shockwave of ice that flash-froze the impact area. Anticipating the movement, Flynt took to the sky and immediately twisted into a counter.

"Let's break it down!" he announced as he plummeted back down to earth with an aura enhanced ax kick.

Weiss' eyes grew wide as his heel made contact with her crown, slamming her face down into the ashen floor. Her head swam as her aura struggled to absorb the blow, the Heiress lurching forward from the blow. She crumpled to her knees in shock as her aura meter took a hefty blow; she wouldn't last much longer. Flynt snorted as he landed lightly on his toes, tracing the brim of his fedora as he drew his horn once more.

"Dang, and here I was expecting more from you," he mused with a shrug as his foot sat securely on Myrtenaster's blade before she could reach forward.

On the other side of the arena, Yang wasn't faring much better as she angrily chased the neon cat through the rubble and back to the arena's center.

"Ooooh! Flashy eyes! Ya know, you're actually really pretty when you're angry!" Neon sang with a little dance.

"Shut up, shut up, shut up!" Yang bellowed as she rocketed forward with a pair of blasts from Ember Celica.

Neon smiled and increased her speed, circling Yang in a dizzying display as the blonde struggled to get a solid bead on her target. Stray blasts impacted throughout the surrounding environment but none of them had hit her mark.

"Get back here!" she yelled in her frustration.

"Look, I'm not saying that you _should_ go on a diet. I'm just saying you really _need_ to go on a diet!" Neon continued to mock.

"That's it!" Yang roared as she reached her boiling point.

"You're fat!" Neon answered simply as she held her arms out in fake sympathy.

Flynt smiled as he watched the exchange. Throwing Weiss a knowing smirk, he turned his back and activated his Semblance, his three copies lining up in formation to his left. Weiss looked back and forth between him and her teammate, and as she watched a magma geyser begin to bubble, she made a split second decision. Forcing herself to her feet, she rushed forward and tackled the real Flynt Coal from behind, canceling out his quartet and knocking them both into the sudden eruption from the geyser. A buzzer rang out as her aura meter hit zero. In a moment of hesitation, Yang and Neon turned their attentions away from each other, worried about the fates of their teammates.

"Weiss!" Ruby and Blake called out in alarm from the stands.

"Huh, that was pretty ballsy of the Heiress to do something like that," grunted Cyan as he watched with interest.

"It appears we have a double knockout on our hands!" announced Professor Port.

"Yes, in fact Ms. Schnee's aura has been completely depleted!" added Doctor Oobleck. "She sacrificed herself to take out Flynt. Wait... what's this?"

From the smoke and ashes stood Flynt Coal, his outfit scuffed and an angry scowl marring his features. He rolled his neck as he fought down the aching pains assaulting his body. It wasn't without a price though, as his aura meter blinked dangerously above the disqualification point.

"Ladies and gentlemen... Flynt Coal remains standing!" declared Professor Port.

"Great job, Flynt!" cheered Neon as she rolled over to his striding form. "Don't worry about her, she's easy! But kinda annoying..."

"And cue the dragon," commented Raine as he sat back in his chair.

The Caelesti could feel the energy in the air as Yang finally had enough. The ground shook as she drew upon the full might of her Semblance, a fact that Professor Port was quick to point out.

"Uh oh, it looks like Yang is angry! And you wouldn't like her when she's... upset."

Yang roared as several magma geysers erupted behind her, her eyes now a fierce scarlet. Cycling into a fresh belt of rounds, she lashed out with aura enhanced blasts, the flares now detonating on impact and digging craters into the ground.

"Yo Neon, go!" yelled Flynt as he prompted her to rush forward in a sound-wave enhanced charge.

Yang refused to back down, the brawler literally seeing red as she pushed forward with her shotgun blasts, meeting Neon in the middle and swinging wildly in her anger. Like before, Neon bobbed and weaved around the strikes, not paying attention to the increasingly ruined arena floor. Eventually, Yang lost her momentum and was sent soaring into the air, but that didn't deter her in the least, as she set her sights on Flynt towards the back. An explosive blast impacted to his right, forcing him off balance and redirecting his tones off to the side.

The cone that kept Neon pushing forward suddenly yanked her to her left as well, the rainbow feline stumbling amongst the continued barrage from Yang and blasting craters into the floor around her. Without a smooth dance floor, Neon was losing her beat. Now with the counter force no longer keeping her suspended, Yang fell back to the ground and landed in a roll, rushing forward with the opening she created.

Flynt refused to take the attack however, and forced his Semblance out once more, setting all of his attentions on the blonde dragon. Yang jumped into the air as he assaulted her with his tones, roaring out furiously as she forced herself forward with Ember Celica until finally she reached close enough to clamp her hands over the bell of Flynt's trumpet. One last pull of the triggers in her gauntlets sent a blast directly into his face, the power amplified by the sudden release of backlogged energy kept blocked up in his horn. The shockwave sent him sprawling onto the ground and knocking his aura down to zero.

"Oh! A sour note for Flynt," commented Doctor Oobleck.

"Never miss a beat, never miss a beat," Neon chanted to herself in a nervous mantra. "Never... miss a..."

Her hopes and dreams seemed to shatter as the toe of her roller blade got caught on a piece of rubble.

"Beat?" she squeaked with tears in her eyes.

She hit the ground in a wild roll that carried her directly into the mouth of a steam geyser. She screamed as it blasted her into the air, now a perfect target for the brawler she taunted the entire match. At long last, with her first smirk in the entire match, Yang took aim and fired her final round, her painstaking efforts finally rewarded as the flare made contact, detonating in a shower of rainbow colored sparks like a firework. She gave herself a fist pump as she watched her enemy fall to the ground in a heap. A final buzzer signaled the end of the match and the crowed erupted in applause.

Yang took a moment to catch her breath, her irises returning to their usual lilac color as she rushed over to her downed teammate.

"Weiss!" she called out as she reached the Heiress' ash covered form.

"I... don't think I'll be singing again for awhile," Weiss coughed out as she struggled to sit up in Yang's arms.

Yang sighed in relief and smiled.

"Ya know... I don't think that was proper form," she teased.

"Oh ha ha," Weiss weakly retorted with another cough.

"WHAAAA?!" came a high pitched squeal.

Weiss and Yang looked across the arena to find a shocked Neon clutching the sides of her head, her form oddly grayed out from its usual brighter colors.

"We lost? We lost?! Team FNKI LOST?! That was... that was... amazing!"

Like a switch, she lit up in a way reminiscent of her namesake.

"Oh my gosh, you guys were super crazy awesome! We should _definitely_ party sometime! Right Flynt?"

Yang tilted her head in confusion at the sudden and complete change in demeanor of the girl who, just moments ago, was sending her into an unbridled rage. Weiss' gaze settled upon the musician who straightened up behind the hyperactive feline, a glint of new-found respect in his eyes.

"That was a gutsy move, Schnee," he admitted. "I dig it."

Yang and Weiss shared a look of relief and triumph, the two girls smiling to each other as the crowd continued its cheers.

"Great job you two!" praised Blake as she and Ruby ran up to join them.

"Yeah! Team RWBY is taking this all the way to the finals!" added Ruby as she knelt down to hug her bestie.

"Gah! Ruby! Too tight!" the Heiress squeaked out with a dusty cough.

"Eheheh, sorry!" the young Caelesti apologized with a sheepish giggle, the girl loosening her hold.

Weiss rolled her eyes as her teammates helped her to her feet.

"So what, that boyfriend of yours and his muscle-head of a teammate couldn't find the time to congratulate us?" the Heiress huffed.

"Yeah, that's pretty lame. Arianna isn't here either," Yang pointed out with a frown.

"They gave their best wishes, but it's also their match up next after intermission," explained Blake.

"Mhm," nodded Ruby in agreement. "They had to go downstairs to prepare, and Ari wanted to send them off."

"I guess they're forgiven then. Who are they fighting?" Yang asked as the girls made their way out of the ring.

"No idea, they didn't say," Ruby answered with a shrug. "But I'm sure they can handle it."

* * *

Amber hummed a small tune to herself as she toweled off the sweat from her face. She was dressed in a simple white tank top and orange shorts, the Maiden cooling down from her recent workout. Even though she was restricted to the tower, there were still certain amenities she was free to use, including a private gym specifically for the faculty. She hung the damp cloth, still warm from the sauna, around her neck as she grabbed a water bottle from the fridge, the cool liquid feeling like heaven as it glided down her throat. Sighing with content, she made her way over to the couch, the holoscreen showing a live display of the day's matches.

She watched with interest as Pyrrha Nikos and Jaune Arc battled against the eccentric Fushia Dhalia and enigmatic Nocturne Merlot. Her eyes narrowed at the mention of the young man's family name. The thought of the estranged doctor whose lab was destroyed in the fall of Mountain Glenn left a sour taste in her mouth, but it appeared that his son didn't harbor any of the flawed genius displayed by his father. Her brows rose when Pyrrha and Jaune resorted to Breakthrough in their battle, though she supposed she shouldn't have been too surprised. Pyrrha's file was one of the first she had looked over last night; four time Mistral regionals champion and one of the top students at Beacon. Everything that there was to know about the Unbeatable Girl was on the dossier, including a personal edit from Ozpin stating that she was considered to be the next candidate for the Fall Maiden's power. Amber took that information with a grain of salt; she couldn't blame the aging Headmaster for making a contingency plan. Up until little over a week ago, she had all but surrendered her life as forfeit. Had their positions been reversed, she would have done the same thing.

Attached to Pyrrha's file was Jaune's, which was unusual considering the boy had absolutely no previous files stating his enrollment at any other academies, entry or otherwise. Further inspection of his paperwork then revealed his transcripts as false; the boy had forged his documents, yet Ozpin seemed to overlook the transgression anyway. Unsurprisingly, his track record had showed that he was dead-last in every subject, a series of grades that should have gotten him expelled, until those marks began to reverse roughly halfway through the year. The changes were subtle, but they were enough to warrant his continued enrollment. It was at this point that Ozpin had placed a cliff-note; the leader of Team JNPR had begun training personally under Pyrrha Nikos. From that point on, his marks improved exponentially and reflected a far better standing for the White Knight.

The fruits of his labors seemed to have been showing in spades as Amber smiled at his finisher against poor Fushia, though her musings were broken when a knock came from the door.

Wary of any unannounced visitors, she subconsciously drew upon her aura, regardless of how out of practice she was from her coma. Moving slowly with deliberate steps, she called out to the unexpected guest.

"Who is it?" she asked with masked suspicion.

"An old friend," came a gravelly voice.

She relaxed at the answer, letting her guard drop and swinging open the door. There stood Qrow, the weathered veteran leaning against the wall in front of her.

"It's good to see you up and kicking again," he continued with relief in his voice.

"Qrow," she said with a smile. "It's been awhile. Please, come in."

She stood aside and waved him through the threshold, the elder Huntsman setting his sword aside by the door.

"Can I get you anything? I don't have much but the water is cold, and I was about to brew a pot of tea," she offered as she busied herself in the kitchen.

"Thanks, but I've brought my own. I don't want to intrude too much," he answered as he settled on the couch, having caught the ending of Pyrrha and Jaune's match.

"Anything for old friends," she said cheerfully as she joined him in the living room, settling herself in the loveseat across from him.

"Amber... I'm sorry," he suddenly apologized as he hung his head.

"What...?" she asked with confusion.

"I was too late to save you," he continued, regret lacing his voice. "If I was just a minute sooner, none of that would have happened. I was a fool to leave you like that, and an even bigger fool in letting the ones responsible get away."

Amber's lips settled into a grimace. The visual memories were gone, but the pain was still there, as was the reason for their separation in the first place.

"Don't beat yourself up," she reasoned. "I was the one who insisted on traveling alone. I got careless because I've done it for so long. I didn't want you shadowing me, and if you didn't at all, I wouldn't even be here to begin with. In the end, you still saved my life, and my attacker still doesn't have all of the Fall Maiden's power."

"It's not about power; I failed another friend," he retorted. "I failed my team, I failed _Summer_ , and I failed you."

"And if it wasn't for you, I would never have lived to see my son become a strong and just Huntsman," she declared certainty, forcing Qrow to pause.

She continued with a gentler tone.

"You have done so much more than you give yourself credit for. Taiyang bounced back because of you, Ruby and Yang absolutely adore you, and even from the Other Side, Summer will never _blame_ you. Any weaker man in your position would have long given up on themselves and the world around them, and yet you still keep on fighting. It's beautiful to see."

The holoscreen showed that Yang and Weiss from Team RWBY were up next to fight, but the two old friends paid no attention.

"You're a good man, Qrow Branwen. You just need to learn to see it."

"They don't deserve the burden of my name," he grunted back.

Qrow scowled and took a long swig from his flask, though the action didn't perturb Amber in the slightest. She let him take his time. That nervous habit of his, regardless of how destructive it was on the body, had always calmed his emotions, and she didn't have the heart to tell him otherwise.

"Fine, you made your point I guess," he grumbled as he stowed away the now half-empty flask. "Enough with all the sappy crap though. You'll ruin my style."

"What? The dark and broody old man with a drinking habit like a fish?" she teased back.

Qrow snorted at the remark.

"Not funny," he replied as he watched his elder niece's fight with mild interest. "So the boy-scout is your son after all, huh? Ain't that a kicker."

Amber nodded.

"He is, but I feel like in blood only," she explained with concern. "I've been away for far too long. He harbors a great deal of pain and he doesn't trust me enough to talk about it. I want to be that mother he deserves, but I'm afraid I'm seventeen years too late for that."

"A hard pill to swallow," he agreed softly. "It's only been one day though. Give him time, and he'll come around."

"Maybe..." she murmured. "I just hope I'm not too late. I'm glad that he has your niece to support him."

Qrow smirked.

"Which one?"

"You know which one," she sighed with exasperation. "He and Ruby have grown so close together. When I was in my pod, it was difficult for me to differentiate one soul from the other. Those two have a bond almost as strong as the one I share with my husband."

"Can't say Tai would agree with that," Qrow remarked sardonically. "He's always been protective of his little girls, Ruby doubly so. I really hope I'm there when they break the news to him."

Amber let her mouth hang open in surprise.

"You mean he doesn't know?"

Qrow barked out a laugh.

"If he knew, your son would be in the hospital nursing a concussion."

"Well at least he hasn't lost any of his old fire," Amber said with a smile. "At any rate, she already has my blessing, and judging by your tone, I'm going to take a guess and say he's earned yours."

"You could say that," he answered with a small smirk. "Those two saved my neck in Mountain Glenn, and she just lights up when she talks about him. I haven't seen her that happy in years. I almost feel sorry for old daddy Tai. His little girl is growing up."

The two fell into a comfortable silence as they directed their attention to the match. Qrow chuckled as the little cat faunus literally ran circles around Yang, her ire growing by the second. He warned her, he warned her a long time ago that she needed to reign in that temper. At least here it was a controlled environment and not a battle to the death. He did let himself show his surprise however when Weiss sacrificed herself to cover her teammate.

"Wow, I never thought I'd see the day a Schnee throw themselves in harm's way like that," he remarked.

"You mean Winter hasn't?" Amber said coyly.

"This is different. This is a competition, and last I checked, Schnees love to win. They love it so much, they don't even contemplate loss as an option."

"Maybe Weiss isn't your typical Schnee?"

"Hell if I know."

It was at that point Yang had finally tapped into her Semblance, with the usual fiery display framing her for the camera. Qrow raised his flask in his own, silent cheer as she delivered the finishing blows to Flynt and Neon. Sloppy as it was in execution, he was still happy for her in pulling a win out of her rear end. Still, she needed a few more training sessions with Tai if she was ever going to gain complete control over her power.

"That was enjoyable, don't you think?" asked Amber.

"It was a mess," he answered with a snort. "At least they won."

Amber shook her head as she grabbed her scroll. Qrow raised a brow as she sat down next to him.

"So I've been meaning to ask..." she started as she flipped through the files Ozpin sent her. "I've been going over all of the dossiers of this year's roster, including all of the exchange students from the other kingdoms, and there were two in particular that gave me uneasy feelings."

She handed him the scroll, the veteran Huntsman selecting the first file with a wary gaze. His eyes narrowed as he read over the transcripts for Mercury Black. It said he hailed from Mistral, part of Team CMNE (Carmine) and was the heavy hitter, specialized in close combat; nineteen years of age, son of a now dead assassin. He quickly swapped over to the second file; Emerald Sustrai, also nineteen, and a street orphan also from Mistral who fought with a pair of kusarigama that doubled as revolvers. Neither of their Semblances were listed, but the pictures were all he needed.

"Son of a bitch..." he growled.

"Should I be concerned?" she asked seriously.

"They aren't directly responsible, but they were accomplices to your attacker last I checked. It makes sense; Ozpin said as much when he told me the tower got attacked. That means somewhere in here has got to be the leader."

He quickly navigated to Team CMNE's roster. He nearly snapped the scroll in his hands as his eyes fell upon a portrait; a woman with long, ashen black hair and amber eyes. Her smile was small and unassuming, but he'd recognize those eyes anywhere. Her name was Cinder Fall.

"Bullseye..." he whispered as he handed Amber back her scroll. "We found your attacker."

"Are you certain...?" Amber asked as she looked over Cinder's file.

"Your memories may have been suppressed, but mine are clear as day. That's her alright."

Amber frowned as a burning sensation welled up in her stomach. This woman certainly looked familiar, and her more distant memories did help her recall such a face.

"What are we supposed to do then? Do you think she'll attack me here in the middle of the school?" Amber asked as she set the contraption aside.

"Hard to say," muttered Qrow. "I'd imagine she's trying to maintain a low profile, so attacking you in broad daylight would only expose her. Unfortunately, your existence as a Maiden is heavily suppressed, which means even if we brought them in for questioning, we have no proof to pin to their names, and it would send the wrong message to the Kingdom of Mistral. As much as I hate to say it, they're here officially as students from Haven. I'll have to talk to Ozpin about this... how could I be so stupid letting something like that slip under my nose?"

He made to get up, but stopped when he saw the announcement for the next match.

"Speak of the devil..."

* * *

"So... what was it did you want to tell me about Emerald and Mercury?" asked Raine as he and Cyan waited patiently on the lift.

"Ari and I had a run-in with them when we first came to Vale," Cyan explained as he checked over his gauntlet. "They were hired by the White Fang to remove a deserter of theirs; a bookstore owner named Tukson."

"Tukson? Strange... Blake mentioned a couple months ago that her favorite bookstore suddenly closed down. She seemed pretty upset by it."

"Yep," confirmed Cyan. "The same Tukson who owned that store was the one Emerald and Mercury were hired to kill."

"But they didn't, I assume?"

Cyan shook his head.

"Ari had one of her visions, and insisted we pay him a visit that morning. A good thing too, because we barely beat his would-be killers by a couple minutes. We tried covering him while he went out the back, but they confronted us in the alley. Mercury tried picking a fight with me, but Emerald called him off. Hopefully Tukson made it to Vacuo, but we haven't heard from any of them since."

"So a pair of Hunters that went bad, basically," Raine summed up as the lift began its ascent. "Don't we get all the luck."

"That's what makes life worth living," Cyan said with a shrug. "Don't tell me you're getting tired?"

"Yes, all these shenanigans are just too much for my brittle bones to handle," Raine said with sarcasm dripping from his voice.

"Oh well, more for me."

The two companions fell into silence as the lift emerged from the center of the arena. As if fate had some odd sense of humor, they found themselves face to face with the very topic of their conversation.

"Perfect. I've been hoping for a good challenge in this whole game," said a grinning Mercury as he bounced on his toes. "The scrubs on that last team went down too early."

"Emerald, Mercury," Cyan greeted stoically. "It's good to see you again."

The two in question maintained their facade, with Emerald leaning back on one foot with her arms crossed.

"What's wrong Cyan?" Emerald asked cheerfully. "Aren't you happy to see us?"

"Forgive my partner, he gets wary of certain characters," Raine commented as he stepped in. "I hope you two don't disappoint; he's told me a lot about you."

"Don't you worry about that," Mercury answered with a blood thirsty smile. "We always fight to impress."

Raine narrowed his eyes as his hand fell down to Tempest's hilt. These two rubbed him the wrong way, and Cyan's back-story didn't help his nerves. He watched them warily as the four of them lowered into their stances, the biome roulette flashing behind their heads; savanna, forest, geyser, and urban. Cyan extended Baal's claws, Raine drew Tempest an inch, Emerald stepped back and reached for her revolvers, and Mercury tensed his legs, his fists held in a low and loose guard. The tension between the four of them could be cut with a knife.

"Good luck you two!" cheered Arianna while their friends waited in anticipation, Professor Port announcing their face-off.

"Mercury Black and Emerald Sustrai of Team CMNE vs Raine Zaffre and Cyan Gideon of Team ARC! Let the match begin!"

* * *

 **A/N: And cutting it there. I wanted to get this chapter out to you guys before the wife and I went on a birthday lunch. I turned 24 today, I'm so old! Anyway, Team FNKI originally struck me as a filler team. Their fighting styles, out of the entire cast, struck me as the absolute least suited for killing Grimm. So I decided to, in Flynt's case at least, make him more viable in a life and death fight. I wish they showed his fighting skill more instead of just making him stand in one spot the entire time. Flynt is one smooth dude, he deserved better, and the funky feline Neon has an entire song dedicated to roasting Yang; it's just a fun pair who are fun to write about.**

 **Qrow and Amber have a heart to heart. He was there when she was attacked, so I elaborated a little bit on that backstory. No doubts in my mind he regrets being too late to save her, so I had her give him a bit of a pick me up while their investigation continues.**

 **I hope everyone enjoyed this birthday submission, and stay tuned for ARC vs CMNE!**


	37. I'm the One

**A/N: Hello Interwebz, ZEN is back and we just had a special treat come in yesterday. The first trailer for Vol 5 has finally been released, and it features everyone's favorite Ice Queen. It's absolutely stunning to see how far RT has come over the years in their animation, and while many fans were left disappointed in that regard for Vol 4, I think Vol 5 won't have that problem. Monty would be proud to see his dream grow and continue. If you haven't checked it out already, go over to RT or Youtube and give that video a click. It's well worth the watch.**

 **Also, to anyone who wants to send me a PM, please make sure your profile is set to receive PMs in return. I can't reply to you otherwise. As always, thank you to everybody for their continued support. Now, back to the show!**

 **Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and RT.**

* * *

The four warriors launched into action at Professor Port's announcement. Emerald opened fire with her revolvers while Mercury surged forward with an aura enhanced flying side-kick. Cyan stepped backwards and deftly caught the armored boot with his gauntlet-clad hand, the blow sending him skidding backwards several meters. Raine rushed through the hailstorm of gunfire, parrying with Tempest as he closed the distance and lashed out, forcing Emerald to swap to her sickles. They collided with a shower of sparks. A wordless agreement was shared between them; this was a match for blood.

Mercury gave a cocky smirk as he fired a round from his caught heel, the young man blasting out of his opponent's grip with a flip. He landed deftly on his feet and pressed forward in his assault, attacking in a barrage of blows with his cybernetically enhanced legs. Cyan kept decent pace, Baal sparking against the armored faces of Mercury's boots. He raised his gauntlet high when the steel teen jumped and swung his leg around in an arc, his heel coming crashing down like an ax upon Cyan's guard. The ground splintered beneath the giant's feet.

Angered that he was forced into the defensive, Cyan reached up and gripped Mercury's leg with his left hand. The mercenary's eyes widened at the action as he was suddenly swung about like a rag doll, Cyan pummeling him against the arena floor in a brutal display. The larger fighter then reared back and hurled Mercury into the urban zone of the arena, sending the mercenary's form spinning. Whether by skill or dumb luck, Mercury stabilized his flight just in time to land against the wall of a ruined building in a deep stance, his right leg stretched to the side and his body leaning forward to balance himself with his hand. That cocky smile remained as he lifted his head to stare down his opponent.

"Whoa, he's good," commented Sun with awe.

"His aura barely dropped after taking hits like that," Sage muttered. "That Mercury guy must be tough."

Cinder crossed her legs as she watched the match from the front row with a critical eye. That brute Gideon was of little concern to her, especially when paired against an opponent like Mercury. The talkative mercenary wasn't just empty bluster. His father molded him into a weapon, a true killing machine, and she had perfected his abilities by gifting him with his prosthetic legs. Whatever tricks Gideon had planned, she remained confident that Mercury would adapt and overcome. Rather, her attention was focused far more on her protege crossing blades with the offspring of an extinct warrior caste. Today she hoped to gauge the full extent of Raine Zaffre's abilities, and whether or not his eyes would pose a danger to her coming ascension.

The young man in question clashed furiously against the agile jadette, the pair twisting and spinning around each other in a dizzying storm of steel. He parried, she countered. Back and forth they went as they kicked up a cloud of dust amongst their feet. Steadily, he pushed her towards the savanna section of the arena, but that wasn't to say her giving ground was a sign of loss. She crouched low underneath an overhead swing from Raine, lunging forward with her kusarigama and grazing the hook across his chest. His eyes widened at the connection while his aura took a slight hit, surprised that she managed to get within his guard. His eyes narrowed, his free hand grasping her wrist before she could retreat.

Taking a page out of his partner's book, Raine pulled her forward and drove his knee into her abdomen, the blow forcing the wind from her lungs and returning their aura levels to even ground. He capitalized on her stunned form, pummeling her with a series of kicks that battered against her defenses, and launched her airborne with a hard strike to her chin.

"C'mon Raine! Get her!" cheered Yang as she watched him take control of the duel.

"Show her who's boss!" added Ruby.

Emerald grit her teeth as her jaw throbbed with pain. Zaffre was good, very good, and she'd be hard pressed to keep up if they fought on even ground. As if to prove her point, Raine appeared in front of her with a flash step, Tempest brought back as he swung powerfully into her hastily raised guard. The strike sent her rocketing into the forest section below. Spinning with her momentum, Emerald vaulted from branch to branch, drawing out her landing to put her deeper into the forest. The cover of the foliage was an advantage she intended to use fully. With a flick of her wrist, she sent a blade hurtling out of the canopy, its chain jingling in a trail.

Raine landed deftly with light feet, blade raised as he turned to help Cyan with his fight, only to stop when Emerald's kusarigama wrapped around his midsection.

"Oh... crapbaskets," he muttered to himself, grunting as he was unceremoniously pulled into the treeline.

"Raine!" Ruby cried out in alarm as she watched him get reeled in like a fish by the elder huntress.

"He'll be fine," chided Weiss. "He's fought much worse before."

"I know that much, but I still want him to win," Ruby replied with a pout as she crossed her arms.

Cyan wasn't faring much better. He roared as he swung heavily, but his opponent was far more agile than the desert-borne brute. Mercury smirked as he ducked underneath a bladed swipe from Baal, the smaller man launching himself into the air with a gunshot assisted back-flip, his heel catching Cyan on the chin. Cyan stumbled backward from the blow, groaning in pain as Mercury landed, the steel themed mercenary jumping forward and planting both feet into Cyan's chest with a drop-kick. Another pair of blasts from his gunboots sent the larger warrior crashing into a ruined building. Mercury smiled as he skid to a stop with his landing; this guy seemed all brawn and no brains. To think he actually seemed threatening when they met in that alleyway.

"Oh c'mon," Mercury drawled in his taunt. "A champion from the Kingdom of Vacuo has to be stronger than this. Or does Raine wear the pants in the relationship?"

Cyan growled at the taunting as he picked himself out of the rubble, the various fragments of concrete that littered his form falling aside. He wanted a champion? He'd show him a champion. Lowering his stance, he channeled his aura into Baal's inner workings, the gauntlet sparking and crackling with power as its claws retracted back into their sheathes. He reared back as if preparing a mighty punch, when the energy discharged and he shot forward like a cannonball. Mercury was unprepared for the sudden attack and took the punch in its entirety, the steel-themed teen sent crashing into a building behind him. The force of the attack shook the mock apartment block to its foundations, its entire form collapsing in on itself. Mercury's aura responded appropriately, dropping to 50% in one shot.

"Ahhhh... bitch please," Cyan snarled back with a sneer, his left hand massaging his stinging right.

Baal hissed as it expelled all the built up heat, its plates splitting open with a rush of steam.

"Whoa mama... I think I'm in love," swooned Yang as she fanned herself. "He literally just punched Mercury through a building. That was just _smashing_!"

"Shut up!" chorused her friends, leaving the sunny dragon to sulk.

Mercury let out a gasp of pain as he picked himself up from the ruined asphalt. He watched with wide eyes as the apartment block was reduced to rubble, the collapse kicking up a massive cloud of dust that completely obscured his vision. He wiped at his mouth with a fist, the back of his hand stained red; the big guy busted his lip open. He only smiled wider; oh this was going to be fun. It was time for payback for that embarrassment he was handed in the alley.

Bouncing on his toes to loosen out the kinks that blow gave him, Mercury soon took off through the cloudy streets, taking full advantage of the musty fog his opponent had just handed to him. Cyan seemed to realize his position as well, as he tensed himself amongst the haze that saturated this portion of the arena. He could really use Raine's wind right now. It was at that moment that the giant from Vacuo was forced back on the defensive as Mercury struck out from within the shroud with a flying sidekick. The blow landed solidly against a cross guard hastily raised in defense. Mercury then vaulted backwards with an assist from his gunboots. As quickly as he came, he disappeared back into the fog of war.

"Coward," Cyan yelled into the haze. "Come out and fight like a real man."

A silvery blast from the kickboxer's boot rocketed towards Cyan in response, forcing the brawler to duck to the side. A second followed, then a third as Mercury assaulted his burly opponent from afar. Unable to dodge the sudden barrage of blasts, Cyan was forced to hunker down and take the hits, his aura dwindling away with each passing attack. This flurry of new activity blew away the dust steadily and surely, until Mercury's spinning form was revealed, the teen rolling on his shoulders and hands as he fired a swarm of blasts into the air.

Cyan watched with awe as a literal storm of dust rounds circled around him like a cyclone. With a roar, Mercury sent the flurry plummeting down on his target, the blasts detonating with the force of grenades and scattering a white mist amongst the battlefield. Cyan grit his teeth as he endured the assault. Each blast felt like an aura enhanced punch, and he was on the receiving end for the entire salvo. Capitalizing on Cyan's helplessness, Mercury leaped forward with a shotgun enhanced jump, gaining superior altitude on his opponent and charging up his aura for his finisher. He descended with a fury reminiscent of a fallen God.

"Olympian's Wrath!" he announced on his descent, his form spinning with a corkscrew kick and wreathed with a dark silver aura.

The blow came with a crack, Cyan's form rocked with whiplash as Mercury's steel-plated boot connected with his jaw. The force from the strike sent him tumbling across the street and landing in a heap up against a ruined staircase; his aura dropped to 30%.

"Jeez, I hope the big guy is still alive after that," commented Sun as he leaned forward.

"After a hit like that to the face? Somehow I doubt it," grumbled Sage, still sore from the manhandling he was given in their own fight.

"It doesn't matter; his aura meter is still ok," pointed out Scarlet.

Mercury ran a hand through his hair as he landed with a smile. The brute actually survived that attack. No matter; the money for this win was already in the bag. He waited expectantly for the next overcharged punch, this time bracing himself in preparation. What he did not expect was an eruption of light blue aura exploding from Cyan's form.

"What's this? It appears Mr. Gideon is activating his Semblance!" announced Port, his normally squinted eyes widening with shock.

"And just what kind of Semblance would that be, Professor?" queried Oobleck.

"Something rare, powerful, but most importantly, primal! Ladies and gentlemen... feast your eyes on the Lion of Vacuo!"

Down in the arena, Cyan roared with bestial rage, his form convulsing and radiating a light blue aura. He shuddered as he stood upright, before collapsing forward onto his hands and knees. Baal popped off of his wrist as his skeletal structure reshaped itself, his hands and fingers thickening into digitigrade paws and his nails enlarging into razor sharp claws. His nose extended into muzzle and his light blue hair rapidly grew out into a mane, bushy and wild. His sea green irises lengthened into slits reminiscent of a feline and faded into a golden amber color, and his muscles grew beneath the body suit, the synthetic leather stretching to accommodate his new form. Fur of the same shade of his mane emerged from within the suit, until his entire form was completely coated. Finally, a long feline tail in the same shade as his mane and with a bushy tip extended out into the air. His transformation was complete; a massive lion 6 meters in length, double the natural counterpart, and standing as tall as a grown man. True to form, the youth let out an earth-shattering roar that shook the very foundations of the Colosseum, and for the first time in years, Mercury felt true fear as he stared down the apex predator that began to circle him like prey.

"What the hell is this?!" shrieked a shocked Weiss. "Blake! Explain!"

"Don't look at me, I'm as lost as you are," the feline girl responded with awe. "I didn't think he was a Faunus to begin with, but something like this is..."

"Cyan is different from the rest of us," explained Arianna with her arms crossed, a hard expression on her face. "He hails from a group of Faunus nomads called Changelings whose auras became intimately connected with the natural world of Remnant. As their name implies, each Changeling is able to take upon the forms of certain animals they resonate with, and gain all the perks that comes with that animal. In Cyan's case, it was the apex predators that roam the rolling savannas between Vale and Vacuo. It's why he is always so brutal in his fights, and so merciless with his opponents. It's his primal side fighting to take over his human side, and violence always brings it out."

"Changelings... I always thought they were just a myth," Ren mused out-loud. "I would never have believed it had I not been here to see this in person."

"Break his legs, Simba!" cheered Nora.

"Mama likey..." growled Yang.

"Oh of course _you_ would look at it like that," ground out Weiss as she clenched her hands in irritation. "So if he's a Faunus, then where's his Faunus trait?"

Arianna looked at the Heiress with confusion.

"You've never noticed the fangs?" she asked with bewilderment.

Weiss, and by extension her team, stopped themselves from retorting. Saving their dignity on that matter, they returned their attention to the battle at hand.

Back in the forests, Raine grit his teeth as the branches pricked at his skin, the chain that had hooked him pulled taut by his attacker. He unceremoniously crumpled against a thick tree, collapsing to his feet as the kusarigama pulled free from his form. Raine straightened himself as he rose to his feet, wary of his surroundings and feeling an odd sense of deja vu. Silver irises scanned the canopy for his quarry as he sheathed Tempest and drew Hurricane from his belt.

"Come out come out wherever you are..." he said quietly to himself as he raised Hurricane at the ready, until a flash of movement caught his eye.

Emerald was crouched low, her revolvers drawn as she opened fire on the Caelesti. Raine took off in a run, Hurricane raised in his right hand as he returned fire. He took to the trees as well as the pair vaulted from branch to branch, a storm of bullets erupting between them. A ringing of ricochets echoed throughout the trees, accompanied by rustling branches and controlled breaths. The clicks of empty chambers signaled the end of the firefight, but the duel was far from over as they moved in on each other again, blades once more clashing with an explosion of sparks.

Emerald swung mightily with her kusarigama, doing her best to keep Raine at bay and regain the advantage of distance. The scythes crashed against Tempest with a ring of steel, the two combatants perched upon the wide form of a branch, but she wasn't done with her assault. She spun on her heel and sent a spinning side kick into his chest. The blow knocked the wind from his lungs and flung him back down upon the forest floor. Grasping forward, his hand made a pulling motion as a sudden gust of wind yanked Emerald down with him. She yelped as she fell, the pair hitting the ground with as graceful of landings as they could muster.

Raine closed the distance quickly, intent on keeping her under pressure and in his sights. Emerald met his assault with a deft parry, the pair falling into a deadly dance now that they once again had solid ground beneath their feet. With equal parts grace and ferocity, the pair twisted around each other, lashing out with agile spins and deadly thrusts. Emerald's perception seemed to slow as Tempest's tip came dangerously close to her eyes, the razor sharp blade carving a few strands of hair in two. Growling and gritting her teeth, she spun and hopped backwards, flicking a blade at her opponent which Raine quickly parried with a swipe of his own. She smirked as she grasped the chain and, with a quick downward yank, pulled the spinning kusarigama whirling towards his head.

Raine seemed to anticipate her feint and crouched as swiftly as he could, the scythe's fine edge taking a few strands of hair of its own as it passed over his crown. Legs coiled, he leaped forward once more, Tempest raised as the two combatants crashed into each other, neither willing to give ground.

"You've got some skill, that's for sure," Raine complimented through clenched teeth.

"Don't think you can flatter your way out of this," Emerald bit back.

"What? You think I'm coming on to you? Sorry, but I already have a girl!"

They wrestled back and forth with their blades, a test of agility and finesse reduced to a contest of sheer strength and will. Desperate to regain her distance, Emerald forced the lock to and fro, until finally she seized an opportunity when she forced their blades high. His chest now open to attack, she lashed out with a snap kick, sending him stumbling back. Now free of his presence, Emerald jumped backwards and drew upon her Semblance, disappearing from his sight. By the time Raine had righted himself, she was long gone.

Huffing with frustration, Raine held Tempest at the ready as he watched and waited for her to strike again, but it never came. Confused, he began walking through the forest with his guard raised. The hairs on the back of his neck stood on end at this game of cat and mouse she had reeled him into.

"Where are you...?" he whispered to himself, his senses extending out to cover the entirety of the arena.

"Raine!" came a sudden and familiar voice.

Raine looked over his shoulder to find Cyan approaching him casually, claws extended and body fairly weathered.

"Cyan? What are you doing here? Nevermind, just be careful. She's taken cover up in the trees."

"Oh! A heavy blow from Cyan Gideon! That punch sent Mercury clear through solid concrete!" came Port's booming voice.

"Hold on, what?" Raine said, suddenly confused.

He glanced up at the megascreen as the cameras did an action replay of Cyan's supercharged punch. Bewildered, Raine swung his head back to where his partner was _supposed_ to be standing, only to find an empty clearing greeting him. His eyes narrowed as he focused his senses, searching for a tell-tale sign of his elusive opponent. Tempest raised, he proceeded more cautiously through the brush.

Little did he know that Emerald had been stalking him from behind, kusarigama raised as she moved in for the kill. She smirked to herself. Guardian or not, he was still a human man with clear weaknesses. She almost lamented on how easily she had ensnared him in her trap. Poised to strike, she lunged forward, intent on slicing into his back. The strike came with no forewarning, Raine stumbling forward from the blow as his aura took a heavy hit.

He spun on his heel as he regained his balance, but rather than finding her, he was met with an empty treeline and the low rumble of the audience. How could she possibly...? Phasing in and out of sight, seeing his best friend in two places at once... until realization dawned upon him; she was using illusions. No wonder his eyes seemed to itch all of a sudden. A frown marring his features, he pondered on how to proceed next.

" _She's going to keep striking out at me until she chips my aura down to nothing,"_ he thought to himself. _"My eyes probably could see right through her, but I don't want to broadcast that to the entire world. Maybe I could... no, mother wouldn't approve. She'd tear me a new one if I had tried that here, and even if I did, I'd have to be careful. If I lose control of it, it'll engulf the entire arena, not just this forest."_

"Ladies and gentlemen, feast your eyes on the Lion of Vacuo!" Port's voice once again announced and broke Raine from his internal dilemma.

"Caution to the wind, then!" he declared to himself as he pulled a fire dust crystal from his belt pouch. "If Cyan went Primal, that means we're on borrowed time."

He deftly slid the crystal into Tempest's pommel, the blade becoming wreathed in orange flames.

"Clever bit of business you've got going on here, Emerald," he spoke out into the trees. "You almost had me for a moment with your illusions."

Emerald froze on the branch she was perched upon, staring at his back with a sudden bout of anxiety. He figured it out that quickly? How was that even possible? She resisted the urge to fire back at him with her own diatribe. Regardless if he managed to guess at her Semblance, he was still at the mercy of her conjurings. She wasn't going to give him any other hints as to where she actually was by speaking and giving herself away.

"I wonder though," he continued as he began to focus his own Semblance. "Have you ever spent any time in Vacuo? It's actually rather nice this time of year. Can't say I'm much of a fan of the heat though. It really tears apart my concentration."

" _Does he really think a little heat is going to stop me?"_ she wondered with an internal scoff as she watched him raise his ignited blade.

Raine grinned as the flames circled him, much like they did in his duel with Adam. She couldn't hide forever, especially if he forced her out with a flamethrower. The flames grew in intensity, swirling about like a cocoon. He drew upon his amulet, augmenting his inferno's strength further, his form burning even brighter and in ways that would make Yang proud. No Caelesti powers would be needed here. A storm of fire had now engulfed him, the cyclone scorching the ground black with ashes, the embers quickly spreading to the surrounding trees and igniting them by proximity. Emerald's concentration broke as the smoke rolled over her, her eyes burning and coughs wracking at her throat. The illusion fell, leaving her out in the open. Raine turned towards the sound and smiled, his quarry finally revealed.

"Now... burn," he said with a whisper.

With a swing of his sword, Raine unleashed Hell and the roiling flames exploded from his form, their tendrils reaching out to grasp at the alarmed illusionist. Entire swaths of forest were set ablaze by his inferno as he swung Tempest in large circles over his head. His Semblance directed the flames, fanning them towards Emerald's fleeing form. An extra strong push of wind helped his attack catch up, and Emerald screamed as the fire engulfed her, the searing assault almost as strong as Cinder's, her aura quickly draining away down to 12%. The fiery gust picked her up from her feet and tossed her out into the arena's center, thankfully free of the now blazing forest. She let out a gasp of pain as she hit the floor, her skin blistered by enhanced ignition.

She weakly tried to lean up, but was stopped when Raine flash stepped in front of her, Tempest held to her throat.

"Yield," he said simply. "Get back up again, and I'm knocking you down to the ground."

Emerald weakly held out a hand in front of her in a feeble defense, her protective skin of aura drained away. Mentally, she berated herself for not using her Semblance to begin with; Cinder wasn't going to be happy about this. Either way, she still had appearances to keep up, and acting like a sore loser wasn't going to gain anyone's trust.

"I forfeit," she said tiredly, her hand and head dropping in defeat as a buzzer rang out.

She pointedly ignored Port's humiliating announcement. With a smile, Raine sheathed his sword and held out a hand, offering to pull her to her feet.

"That was pretty fun. We should spar again sometime," he suggested amiably.

Emerald watched him with suspicion and confusion, wondering what kind of game he was playing now. Just moments ago, he was ready to kill her. Hesitantly, she reached forward to accept his help, until a savage growling drew their attention.

Mercury backpedaled hastily as the transformed Cyan chased after him, razor sharp claws and massive teeth hacking and gnashing away at the mercenary's retreating form. A rip down the front of his jacket showed that Cyan already had gotten a good hit on him, and despite his aura taking most of the attack, those claws still _hurt_. What was worse is that his boots had run out of ammo, taking away most of his mobility. The final straw of his misfortune came when he had backed up into a wall, finally cornered by the snarling predator.

"Eheheh, I guess we can't talk about this?" he chuckled nervously as he raised his hands up.

" _Cmon you big, dumb animal. Take the bait,"_ he thought hopefully.

Cyan prowled around back and forth as a perpetual rumbling bubbled out of his throat, his prey finally out of options. The beast inside him egged him forward, demanding that he kill, that he slaughter, that he feast. His human side fought back, arguing that this was just a sporting match and not to fall for Mercury's obvious ruse; the beast won out. With a roar, Cyan leaped forward, maw wide open and claws outstretched. Mercury was banking on this, and when he felt the disgustingly humid breath of his opponent, he ducked down below Cyan's biting range. Pushing forward, he sent a powerful side kick into the beast's chest, sending the overgrown feline tumbling backwards with a whimper. Despite this, Cyan was able to roll back to his feet, only more enraged than before, and while his aura was low, it wasn't low enough to constitute a disqualification.

He charged again, muscling through Mercury's desperate punches and sank his teeth into the mercenary's hips and abdomen. Mercury bit back a scream as the fangs pierced through his aura, the warm trickle of blood seeping through his clothing. His only saving grace was the fact that his aura was still strong enough to repair most of the damage. Desperately, he beat his fists against Cyan's head as he struggled to get free, but the beast refused to let go. Like a ragdoll, Mercury was swung around savagely by the primal Huntsman, his aura quickly draining away to nothing as it simultaneously held his hips in place, stitched together his ripping flesh, and weathered against the vicious beat-down against concrete, until at long last the predator seemed satisfied with its work.

With one last swing of his neck, Cyan tossed Mercury into the center of the ring, the now mauled mercenary landing in a crumpled heap next to a shocked Emerald. Knowing the match was over, Raine focused his attention on Cyan, watching and waiting for his human side to regain control while his professors called the match.

Emerald, in a rare show of genuine worry, looked over Mercury's battered form. The young man's clothing was ripped to tatters, but thankfully the tears weren't low enough to reveal his prosthetics. Raw, tender, pink flesh was exposed through the rips as his aura set to work repairing the damage. Had he not been trained as a Huntsman, her less-than-favorable partner would've been torn apart. She figured Raine's team would be strong, but this was ridiculous. Mercury Black, a man she thought was too strong and cocky for his own good, was reduced to a placated child by something more bestial than any Faunus they had ever met in the White Fang.

Mercury sat there panting, his form shuddering in pain, a pain he hadn't felt since he killed his old man. Not even that damn maiden caused him this much misery. While she had definitely done a number on his body, that savage Cyan had not once but twice made a fool out of him. It was downright insulting. Worse still, he made Mercury feel fear, genuine fear, as the predator lurked towards him in those ruins. He was Mercury Black, he didn't fear anything; not Cinder, not the Grimm, and certainly not any Huntsman, yet here he was at the mercy of a mindless animal. Now it was personal. He was going to go out of his way to find and murder that bastard once Cinder released him from his employment, but for now, he would play the good boy and victim.

"Merc... you alright?" Emerald asked carefully.

"Shut up," he growled back.

She scoffed at his answer. Yeah, he was fine. Warily, she returned her attention to Raine and his teammate, or at least what was _left_ of his teammate.

"Ok Cyan, you can back down now," Raine reasoned as he approached his still growling friend. "Time to come back out. I know you're still in there, big guy."

Cyan tensed as Raine approached him, his form lowering as if to pounce. The beast bared its fangs at its team leader, as if he were just another victim waiting to get torn apart. Claws extended from within their sheathes, and a low, loud growl rumbled out from his throat.

"Cyan," Raine repeated more forcefully, his eyes wary of the Atlas soldiers that were getting ready to move in from the sidelines. "Wake up."

Panting from the activity, Cyan remained tense until something in his mind gave him clarity. Muscles relaxing, the beast backed down, its form reverting back to its human state. Claws retracted, fur disappeared, the tail shrank back to nothing as it receded away. The popping of joints echoed out as his body reshaped itself once more, until finally the beast was gone, replaced by a man, an exhausted man with a pounding headache.

"I don't think I'll ever get used to that," Cyan grumbled.

"How long has it been?" Raine asked.

"Over a year," Cyan answered.

Despite the sharp migraine and the feeling of fire in his joints, Cyan still managed a smirk as he looked upon the conquered forms of Emerald and Mercury, the former disturbed by the transformation he took and the latter livid. With difficulty, the pair climbed to their feet and made to leave, giving the two men from Team ARC a wide berth.

"This isn't over. You better watch your back, Gideon," snarled Mercury as he held his marred side.

"Is that a threat?" Cyan growled back.

"It's a promise," replied the mercenary as he turned to leave, Emerald hastily following after him, eager to get away from the Changeling.

Cyan stepped forward to confront the kick-boxer, but Raine stopped him with a hand to his chest.

"Let it go," his leader ordered, to which Cyan reluctantly complied.

Up in the stands, Ruby, Yang, Arianna, Jaune, and Nora cheered happily for the victorious duo, while Pyrrha and Ren politely clapped with wide smiles. The only ones not fully taking part in the celebrations were Weiss and Blake, though for two different reasons.

Blake was left to ponder over everything she was taught about her people. Her entire life she thought they simply shared some traits with the other animals of the world, along with some enhanced senses to help them survive, but it was clear it ran much deeper than that. There was only so much her parents could teach her, and after her father left the White Fang, she had cut herself off from them, angered at what she perceived as cowardice. She felt like she should reach out to them, ask them about these Changelings, but after years of ignoring their attempts to reach her, she wasn't sure if she could. A group of Faunus had learned to take on the forms of the animals they resembled? That seemed like something out of a fairy tale. She remained in her seat, her expression troubled.

Weiss ignored the ecstatic cheering of her leader and partner, her hands gripping angrily at the armrests of her chair as she watched Raine and Cyan leave the arena to join them. While visibly disturbed at Cyan's transformation, she felt she could work past it since he demonstrated some level of control over the form. He hadn't killed Mercury, and though it took a few more words than she was comfortable with, the man obeyed and backed down at Raine's command. Raine... it was all coming back around to him. Her frustrations were bubbling up once more, not just with missing out on her chance with him, but at how he seemed to be out pacing her so easily in training. Despite all of her hard work, her dedication, and her unwavering devotion to Winter's teachings, she still felt she was miles behind the wayward swordsman. Her long overdue training session with her older sister had rudely reminded her how much further she had to go, but watching the leader of Team ARC walk away from the stage barely winded only grated at her insecurities even further.

With a small growl of her own, Weiss all but jumped out of her seat, startling her teammates.

"Weiss? What's wrong?" Ruby asked worriedly. "Don't you want to congratulate our friends?"

"No," the Heiress replied stiffly. "I'm going to go take a walk, clear my head."

Re-adopting her Ice Queen exterior, she quickly left her team and disappeared into the crowd.

"What's up with her...?" questioned Yang.

"I dunno..." said Ruby apprehensively. "Maybe I should go talk to her."

She tried to follow after her bestie, but Arianna stopped her with a firm hand on her wrist.

"Let her have some space. She probably needs to remind herself that not all of us Faunus are mindless animals, especially after Cyan pulled out his trump card," the monkey girl reasoned.

"I thought she had gotten past that?" remarked Yang with a frown.

"Old habits always die the hardest," murmured Blake.

On the opposite end of the arena, Cinder sat in silent contemplation. She hadn't expected her two charges to lose their battle that easily, especially in Emerald's case. It seemed she had given the thief a bit too much credit in her skills, given that the girl couldn't force Raine to draw out his eyes. Mercury was going to be another issue altogether. She doubted the mercenary would be receptive to her commands unless it involved Gideon in some capacity. Granted, there was no small amount of amusement in Cinder's mind when she witnessed him being stalked like a helpless dog, but the boy would hold a grudge against anyone that made a fool out of him. It made him careless and sloppy, a pair of traits they couldn't afford in these last, critical moments. All the same, a gift had been dropped into her lap with this match; Cyan's Semblance.

Fortune smiled upon her once again. The disquieted whispers amongst the human attendees was all the evidence she needed. While the more _enlightened_ of individuals accepted the Faunus fully, they were a drastically outnumbered minority, and the entire world had essentially witnessed a Faunus go savage. It didn't matter to the simple minds that Raine had demonstrated command over Cyan in his beast form, only that a Faunus was able to turn into a beast in the first place. Changelings kept themselves hidden for a reason, Faunus changelings doubly so, yet this one announced his faulty control to the world. Once again the plan needed adjusting, but this time it was for the better. Everything was going exactly as how she needed it to go.

She clapped silently with a knowing smile as the victorious duo returned to their teams.

"Bravo to the both of you," she whispered. "To the victor... goes the spoils."

Yes indeed; to the victor goes the spoils.

* * *

 **A/N: Another doubles match is finally out of the way. I have to admit I've been looking forward to writing this fight since I finished Breach, and yet when I finally got here, Writer's Block had decided to rear its ugly head. Regardless, it's here now in all of its glory.**

 **I got the idea of Changelings after RT showed that Qrow's shape-shifting wasn't his Semblance. Despite being a learned technique, the specifics of a Changeling's Beast Form still meet the criteria of a Semblance in that the forms are unique to the individual. The transformation matches the species that person connects with the most. In Cyan's case, it's a lion due to his ferocity in battle, his great strength and size, and his love of naps. Also, I couldn't resist the chance of mauling Mercury, or punching him through a building. Brownie points to anyone who can guess where I got that move from. He needed to be taken down a peg or two.**

 **Anyway, I hope you enjoyed what you've read. If you haven't already, show your support by hitting the follow and favorite buttons, and if you want to share your thoughts on the chapter, feel free to leave me a review. Till next time!**


	38. The Vacuo Way

**A/N: So, before we get on to the real show, I would just like to take a moment to reply to a few questions from our guest reviewers.**

To Zela: Welcome back to the fold! You've been missed. Cyan and Arianna are my windows into Vacuo, even more so than Raine who has decided to put that life behind him. It provides me an outlet to headcanons that form over lore that RT hasn't been clear on yet. As for the ship, you'll just have to read on to see where that goes. *wink*

To Guest (Chp 37): Nocturne, in terms of power, would be ahead of both Pyrrha and Raine. He's not OP per say, but he has put his nose to the grindstone with training, and is also two years their senior. As you may have guessed by his last name, he has a bit of a legacy following him, as well as big shoes to fill, but his role here is more introductory than anything else. I will say that this won't be the only time you get to see him, Fuchsia, or even the rest of their team. Our heroes, strong as they are, still have a lot to learn and grow. It'd be no fun if they stood at the top amongst _all_ of their peers.

 **I hope that answered some questions. To my account reviewers, I try to keep the replies to PM. Author notes are simply that; notes, not essays. Now, back to the show!**

 **Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"Oh my gosh, you two were amazing!" cheered Ruby as she jumped on Raine.

He laughed as he swung her around with their embrace, their friends surrounding him and Cyan.

"That was a most impressive display. Congratulations," agreed Pyrrha with a smile.

"Simba!" yelled Nora as she broke out of Ren's restraining arms and charged ahead, grasping at Cyan's arm with stars in her eyes. "Teach me your ways of smashing things!"

"I didn't expect having to use my Semblance like that," grumbled Cyan with a scowl, ignoring the hammer maiden's request as he struggled to free his arm from her grip.

Ren gave Cyan a silent apology for his partner's hyperactivity, one that Cyan stoically accepted.

"Don't sweat it, big guy," Yang cheerfully supplied as she clapped him on the shoulder. "You didn't hurt Mercury _too_ much. And besides, you transforming like that was freaking sweet."

"Well at least you guys approve," he relented with a small smile.

"I'm still curious though. Where did you learn to do that?" Blake questioned. "I didn't think it was possible for a Faunus to transform into their animal."

Cyan frowned for a moment as he glanced at the shuffling crowd filing out around them. Once again, he was reminded why he always kept that side of him under wraps as more than a few humans shot him looks of disgust and fear. Two throngs of people shuffled around them, and while some Faunus looked upon him with awe and respect, the majority of the audience went out of their way to give his group a wide berth. He growled under his breath.

"Not here, and not now. Right now, I need a drink," he grumbled his answer.

Blake nodded in understanding, aware of how people were acting around the Lion of Vacuo.

"In that case, I know _just_ the place where you can blow off some steam," offered Yang as she threw an arm around the much larger young man's shoulders, a smirk on her face. "You game?"

Cyan raised a brow at the offer, then smiled a great, toothy grin.

"Lead the way, mighty dragon," he answered with an amused rumble. "Just try to keep up once we get started."

"Clearly you don't know me that well," Yang fired back.

"Then let's change that," he retorted as they dragged each other away.

"Try not to wreck the place! That goes for both of you!" Raine called out to them.

"Easy peasy, lemon squeazy," Yang answered in a sing-song without looking back.

Arianna watched them leave with amazement.

"Huh, I've never seen Cyan so readily trust in someone outside of our team before," she mused out-loud.

"Should uh... should we be worried?" asked an uneasy Jaune as he watched the two brawlers disappear around the corner to the docks. "I mean, it's pretty clear they both have some massive tempers."

"Worried about what?" Blake questioned flatly. "Yang or the bar?"

"Yes," Raine answered for them as he brought a palm to his face. "I hope they don't do anything stupid. Cyan can turn into a handful when he's drunk. Hopefully he can still hold his liquor like I remember."

"Well maybe now she'll leave us alone," said a hopeful Ruby as she nuzzled into Raine's chest. "By the way, did you have anything planned after your doubles match?"

Raine looked at her curiously.

"No. Why?"

"Because Penny is fighting next and I really want to see her in action!" Ruby answered him with sparkles in her eyes. "You gotta see her too! She's super awesome! She can control all of these swords without touching them, she can shoot lasers from her hands, and she's so strong and-"

"Ok ok Rubes, I'll stay," Raine laughed at her excitement. "Just let me get a bite to eat first and we can watch her fight."

She nodded giddily, her hands clasped together as she did a little dance. It'd been so long since she watched Penny fight on the docks. She couldn't wait to see what her robot friend had in store for the tournament. Eager to get back to their seats, the young reaper grabbed her boyfriend's hand and dragged him off to find the concession booth. She didn't want to miss a single second of Penny's doubles match.

Arianna smiled as the pair rushed off. She was happy that Raine finally had someone by his side in ways she and Cyan could never be. A slight twang of sadness tugged at her heartstrings with that thought. It was going to be difficult to leave once the tournament was over. As much as she adored the blue-haired swordsman, Vacuo was still home to her. Raine had made a new home here in Vale, along with new friends and a new life. She couldn't bear the thought of asking him to leave, no matter how badly a part of her wanted to do exactly that. Thankfully, she didn't have to dwell on the issue for long with Blake tapping her on the shoulder.

"Can we talk?" the cat Faunus asked.

Arianna broke out with a smirk.

"Why? You didn't like how Cyan brushed you off, so you decided to come interrogate me?" she teased, making Blake blush with embarrassment.

"I-I didn't mean-"

"No worries," Arianna said waving her off. "I'm just joking with you. I was actually expecting it, but even still, this isn't the place to have that discussion. You wanna lead or should I?"

"I do have a place in mind, actually," Blake agreed with a nod as she waved the monkey girl to follow. "It should be pretty quiet with how everyone is here at the arena and the fairgrounds."

"Oh oh! Can we come too?" begged Nora as she jumped in. "I wanna learn about Simba's origins!"

"Nora, you can't just make demands of people like that," admonished Ren. "It's rude!"

"But Reeeeennnn, how many lion people do you know?" Nora whined back as the two Faunus looked on with astonishment. "This could be our only chance before the tournament is over!"

Jaune shook his head wearily at the hammer maiden's demeanor.

"You don't have to drag us along. We'll understand if you want to keep this conversation private," he offered with a sympathetic smile.

"Actually... I'd feel more comfortable if you did come along," Blake admitted. "I can't be the only one that noticed a shift in the crowd, and even though Arianna and I are both skilled, I don't want to get into any trouble with a random racist if I can avoid it."

Arianna nodded in agreement.

"It's sometimes hard to forget that Vale treats us differently than in Vacuo. Sure, feel free to join us, and don't worry about asking any questions that are too personal. I'll make sure to keep that for only Cyan to share."

* * *

Mercury sucked in a breath as Emerald helped him apply some disinfectant to his wound, the mercenary now stripped of his top and seated on his bed. The lacerations stubbornly refused to heal with his aura drained so low. At the rate he was going, he wouldn't be back up at a hundred percent when they would need it most. The defeated pair had gone back to their dorm room to lick their wounds and nurse their beaten pride. Emerald shuddered to think about what Cinder would do when she returned to find them, though Mercury could scarcely care less. He hissed loudly when Emerald went to apply the dressing with more pressure than he was ready for.

"Hey! Watch it!" he snapped, earning him a withering look of ire.

"Shut up," she shot back. "You're lucky this was the worst he did to you. Any longer and your guts would've been all over the floor."

"Tch, don't remind me," he growled as he clenched his fist. "Next time, it's going to be him crawling away like a beaten puppy, and I'll laugh as I stomp his face in."

Emerald finished up wrapping the bandages in place, and promptly smacked Mercury over top of the head, making him yelp with surprise.

"What was that for?" he demanded with an angry frown.

"Don't get ahead of yourself," Emerald said forcefully as she strode to the bathroom. "I know you'd love nothing more than to get even with Zaffre and his team, and as much as I would love to do the same, we can't risk blowing our cover. You're going to wait until Cinder gives us the green light."

Mercury snorted loudly as he laid back on his bed, throwing his hands behind his head.

"Of course I'm not going to do that. Do I look like an idiot to you?" he asked indignantly.

"Do you _really_ want me to answer that?" Emerald answered with a flat tone.

"I think you're just worried about a gorgeous guy like me getting done in," he retorted with a smirk.

Rather than wash the towel she had used to clean Mercury's injuries of excessive blood and dirt, Emerald chose instead to chuck the dirtied rag at her partner's face, which he easily caught with reflexive hands.

"You know, asshole..." she lectured with her arms crossed. "One of these days you're going to make the wrong comment at the wrong time. Cinder will immolate you, and I will stand there laughing."

"Bed's big enough," he suggested as he outstretched his arms as if waiting for her to jump in. "How about we get it over with now before my untimely demise has a chance to happen? I bet I'll have you screaming my name in the first ten minutes."

"Assuming you can even make it past two," she replied with a disgusted shudder, the illusionist slamming the bathroom door behind her back.

Emerald gripped tightly at the sink as she forced the bile back down her throat. Even after all these years, she still wasn't used to Mercury's crass behavior. With a frown on her face, she set about cleaning her hands of dirt, grime, and mercenary blood, her brow furrowing as unwelcome thoughts danced through her head. If only he wasn't such a bastard, she might even enjoy his company for once. Of course, such a drastic change in personality would be too much to ask. She sighed as her mind returned to her failure of a battle.

Zaffre saw through her far too quickly. Her trump card was revealed in that fight as he forced his way back on top. A sliver of doubt and worry then crept into her mind, fearful of what he might do should he see through their scheme, or what Cinder might do to her now that this portion of the plan was ruined. She and Mercury were supposed to go to the finals, he would set himself up to get maimed by his opponent and, with a little added touch from her Semblance, convince the world that Ozpin's Hunters were no better than wild savages, just like those animals in the White Fang. Instead, they got their metaphorical rear ends handed back to them. She pounded her fist against the side of the sink. Cinder wasn't going to be happy about this.

"Whoa, you sure didn't waste anytime getting here, huh?" came Mercury's voice from outside of the bathroom.

"Speak of the devil," Emerald groaned to herself silently.

Turning on her heel, she braced herself for the lashing that was sure to come. With a shaky hand, she turned the knob of the door and swung it open, revealing her master in all of her glory.

"Cinder, I-" Emerald started, but the faux Maiden had cut her off.

"Silence," Cinder commanded as she leaned up against the frame of the front door with her arms crossed.

Emerald froze on the spot and meekly bowed her head, her tongue effectively cut. Mercury, fool as he was, wasn't fool enough to ignore the shift in tone and promptly got to his feet, joining his partner's side in a rare moment of cowed humility.

"How... disappointing," Cinder sighed with a frown. "I expected far more from the both of you. Perhaps I've put too much faith and confidence in your abilities."

Mercury made to defend himself, but his employer stopped the words in his mouth with a fiery glare.

"If you speak, it shall either be yes ma'am, no ma'am, or I don't understand," she commanded, her eyes burning with amber fire. "Do I make myself clear?"

"Yes ma'am," the two teenagers replied submissively.

"Good. Now, I want to make certain you know exactly what you'll being doing for the next couple days," she continued as she strode gracefully into the room, pulling the door shut behind her. "The both of you will have strict assignments in preparation for our attack. As valuable as your individual abilities are, I will not hesitate to vaporize either of you should you disobey my will. These recent changes in events require adaptations to the plan if we are to continue to succeed."

She circled them with poise befitting of a queen, and every word she spoke came with similar weight.

"Mercury, because of your failure to advance to the finals, you will be meeting with Neopolitan at Junior Xiong's club tomorrow evening. You will assist her in springing Roman free from his prison aboard General Ironwood's flagship."

Mercury bit back a retort, knowing this task would put him far away from the animal that humiliated him. His sudden stiffening in his posture was not lost on Cinder.

"What's wrong, Mercury?" she asked feigning innocence. "Does this task displease you?"

"No ma'am," he answered quietly.

"Oh but it does," she continued as she approached him from behind. "You thirst for vengeance, to deliver retribution upon the Faunus that humiliated you; Cyan Gideon. Isn't that right?"

"Yes ma'am," he admitted, against his better judgment.

"You opportunity will come... in time," she whispered into his ear. "But for now, you shall do as I command. Make no mistake dear boy; you have a great many talents that are of value to me, but don't overestimate that value."

A single finger with a crimson nail lifted to his neck, the tip of the nail igniting with a blue-white flame. Mercury bit back a scream as Cinder burned into the flesh of his neck, leaving behind a single, blistering tally mark upon what used to be perfect skin. He refused to show weakness, especially in front of her. Emerald cast frightened glances at her partner as their master gave him a branding befitting of a slave.

"Let this be a reminder to you, should you ever get an idea to disobey me again," she cooed. "Three marks, and consider yourself expended. Do you understand?"

"Yes ma'am," he forced out through gritted teeth.

With a little smile on her face, Cinder turned to her protege.

"Emerald, your task remains the same but your target has changed. It is clear that Raine Zaffre is beyond your capabilities, so will not be breaking him directly."

"I... don't understand," Emerald meekly admitted.

"His compassion for his old team will be key. Maiming them during the finals will not only cause the necessary shock and despair for our Grimm to feed upon, but more importantly, you will do so in a way to drive a wedge between him and Team RWBY. We need him at the breaking point so that he doesn't derail our operations. He has personally interfered by reviving the Fall Maiden, so he must be punished appropriately."

"Ma'am... he knows about my Semblance," Emerald blurted out with terror. "He figured it out during the battle and will know if something is wrong."

Cinder examined Emerald with a frown.

"You will figure it out regardless. Should you fail again Emerald, you will no longer be of use to me," Cinder declared dismissively. "The road to power is filled with unexpected turns such as this. Consider this a trial of your resolve, to see if you will prove to be worthy of that power, or to be discarded like the rest of the Human Race."

Veiled threats left lingering in their minds, Cinder made to leave, striding purposefully to the door.

"The rest of the day is yours," she declared as she swung the door open. "I suggest you make good use of your time. Do try to make the most of it."

With a smirk and sashay of her hips, Cinder left her two charges to their thoughts, the door shutting behind her with a soft click. Left alone once more, Emerald and Mercury both let out breaths they hadn't realized they held, their pulses racing from the apparent brush with death.

"I'm really starting to hate her," Mercury voiced as a hand lifted to gingerly inspect his brand.

"For once, I actually agree with you," Emerald admitted. "She made it clear to the both of us that we're expendable."

They shared a look.

"So... what was that about two minutes?" Mercury offered with a raised brow.

Emerald stared at him with shock for a moment, then recomposed herself.

"Fuck it," she admitted as she shoved him back onto the bed.

Bastard or not, he still had one hell of a body.

* * *

General Ironwood rubbed his temple as he mulled over another report on his scroll, this one from his reconnaissance teams scouring the wilderness outside of Vale at Ozpin's behest. No matter where they looked or what they did, they couldn't find hide nor hair of the White Fang forces Adam was hiding since they abandoned Mountain Glenn. It didn't make any sense. If the numbers were true, he literally had legions of Faunus at his beck and call. To completely vanish as if out of thin air was an impossibility.

"You really should relax and enjoy the festivities a bit more, General. You'll just end up ripping your hair out at this rate," came an elderly, cheery voice on his right.

Ironwood sighed as he glanced at the portly and wizened old man. Dressed in a crisp, Atlas officer's uniform, the man clapped along happily as Penny's team went to work on Coco and Yatsuhashi of Team CFVY. Snow white hair framed his visage, and while much of his crown had long-since gone bald, what was left melded seamlessly with his voluminous beard. Small, blue eyes twinkled over rosy cheeks, dancing merrily with delight as Penny sent a dizzying display of blades against the much larger young man. He was bowled over as the swords knocked him aside as if they were a spinning top.

"I appreciate your concern for my well being, Dr. Polendina, but pleasure is a luxury I can't exactly afford right now," Ironwood answered as he reluctantly set aside his scroll.

"Nonsense my dear boy!" the old engineer and scientist rebuffed as he clapped a hand on the General's shoulder. "This is our moment of triumph! This is a moment that _all_ the kingdoms of Mankind should savor!"

"I'm afraid I don't share that sentiment."

"And why ever not?" Polendina asked as he took a sip from his champagne. "The future is here, James. Just look at her... my daughter. My greatest achievement in life."

Ferrer Polendina looked on in pride as Penny happily commanded her blades with the expertise of a master puppeteer. They spun in a rotating shield as she braced herself against a shower of bullets from the haughty fashionista Coco Adel, the crowd roaring along. Two blades suddenly broke from formation, their glinting forms speeding off to flank the otherwise preoccupied machine gunner. This change in tactics forced Coco to break contact and dive for cover, the swords scratching deeply into the ground where she stood just moments prior.

"That girl is the key to making Atlas the supreme power in the world," Ferrer continued. "Our enemies would never dare lay a finger against us once she steps foot upon the battlefield. Adam and his _zoo_ may have you and your command concerned, but I for one am quite content with our situation."

"And just what could a single girl do against an army?" Ironwood questioned with skepticism.

"Single? You honestly think she is the only one?" Polendina rebuffed. "Penny is but the maiden voyage, the prototype if you will."

Ironwood raised a brow at that announcement.

"What have you done?"

"Nothing drastic that you need to concern yourself with. Just know that my androids will be the pinnacle of Human achievement," Polendina declared confidently as he waved the General off.

Ever the wary commander, Ironwood kept his suspicious gaze upon the jovial computer engineer, not fully convinced of the older man's intentions. Silent and impassive, the General returned to his reports.

Back down on the battlefield, Coco took cover behind a large boulder at the foot of a mountain, as did Yatsuhashi at a similar rock mere meters to her side, the pair seeking shelter from the deadly blades that swiped at their heads.

"Got any ideas?" the fashionista asked as another razor sharp blade sparked against her boulder.

"Not sure," Yatsu grunted back. "How many rounds do you have left?"

"One belt," Coco replied with a grimace as she set about feeding her last belt into the drum. "Her defense is insane."

"Yeah, I might have one, and her partner hasn't stepped in yet either," Yatsu told her as he frowned. "Just give me some co-"

He didn't get a chance to finish as both boulders were lifted from the ground, each of them with a sword embedded into their forms. Coco lowered her shades in awe at the gravity defying feat, with Penny holding her hands aloft, a wide grin plastered upon her face. A downward swing of her arms brought the two boulders crashing towards their targets. Coco was blasted away and into the mountain from the impact, her aura taking a heavy hit down to 22% and her form showered by rubble, but Yatsuhashi remained still and waiting patiently. With a roar and a swing of his blade, he cleaved the rock in two, the halves splitting around him and falling harmlessly to the side.

"That was most impressive, opponent Yatsuhashi!" praised Penny in all of her innocence with a giddy nod.

"Ma'am, we really do need to finish this up," came a regimented and pressing voice.

Penny gave a small frown as she looked towards her teammate, a dark skinned young woman with navy blue hair and bright blue eyes. She was dressed in a plain, gray button down shirt with an asymmetrical collar and matching leggings, a blue combat skirt that reached her knees, long, black fingerless gloves, and matching shoes. A pair of gold bands adorned her arms, one above each elbow, and a silver, digital watch sat upon her left wrist, a watch she was currently tapping towards her easily distracted teammate. A blue beret perched upon her crown and a golden insignia on her forehead completed her look; an oval surrounded by four smaller circles.

"But I'm having so much fun, Miss Ciel!" Penny pouted back. "Do we have to end it now?"

"Yes ma'am," Ciel curtly replied with a nod.

With a dejected sigh, Penny relented and brought her blades back to her side. Her target locked, she directed them to point towards Yatsuhashi, hands outstretched as the gleaming knives spun at an ever hastening pace. Like all those nights ago at the docks, a green ball of energy focused in her palms, her aura gathering at a central point. Satisfied with the amount of energy she had prepared, Penny brought her hands backwards as they clenched into fists, then promptly thrust them forward as she fired her aura in a focused beam.

Yatsuhashi was unprepared for the unusual attack, his eyes growing wide as the full brunt of the blast slammed into his chest. He barely managed to yell out as he was sent flying backwards, his aura reduced to 0. Whether by careful aim or dumb luck, Coco happened to have stood directly behind him, and the pair were blasted even further into the mountain, their unconscious forms left amongst the smoke of the aftermath. A buzzer rang out in the Colosseum signaling the end of the match.

"And the victory goes to Penny Polendina and Ciel Soleil of Atlas!" announced Professor Oobleck.

Penny appeared to be the only one who was pleased with the victory, the redhead placing a fist into her palm and bowing forward with a bright smile, as Ciel simply waited patiently with her hands clasped behind her back. She habitually checked her watch for the umpteenth time before leading her charge out of the arena.

Ferrer clapped jovially as he rose from his seat, cheering for the victory his "daughter" so handily delivered.

"You see, James old boy? We have nothing to worry about. She single-handedly defeated two of Ozpin's sophomores. I must say our futures are looking quite bright!"

The General muttered something noncommittally as he opened an urgent message from his fellow Headmaster. His eyes narrowed as he read over the message's contents. Without answering his colleague, Ironwood stood from his seat and turned to leave the VIP booth, much to Ferrer's bewilderment.

"One of these days, your joints are going to rust up, and you'll wish you spent more time with the finer things in life!" the old doctor called out with a glass of champagne raised, as the door slid shut behind his retreating form.

* * *

Penny walked happily as she followed Ciel towards the docks, when a cheerful voice called out to her.

"Penny!" cried Ruby as she rounded the corner after them, her hands thrown up into the air.

"Ruby!" Penny answered with pleasant surprise, the android rushing forward and barreling into the rose-themed reaper with a full-bodied hug.

"Whyyyyy..." the younger girl groaned out from underneath her friend's immense weight.

"Wow... I felt that from here," commented an astonished Raine as he joined the pair.

"And friend Raine, it is a pleasure to see you both again!" greeted Penny as she helped Ruby to her feet. "I would like you both to meet my teammate."

"Ciel Soleil," the soldier introduced herself with a graceful bow.

"Hi!" Ruby replied. "I'm-"

"Ruby Rose," Ciel answered for her. "Age 15, hails from Patch, leader of Team RWBY. Status, classified."

Penny continued smiling despite the odd looks Raine and Ruby were giving her regimental teammate.

"And Raine Zaffre," the soldier continued. "Age 17, hails from Vacuo, leader of Team ARC. Status... also classified."

Raine raised a brow at those notes.

"You seem to know a great deal about us," he commented as he crossed his arms. "I'm not sure if I should be worried about that."

"As Miss Polendina's personal bodyguard, it is my mission to remain informed about all individuals she has come into contact with," Ciel answered candidly. "It's nothing personal, sir; only orders."

Raine leveled his gaze upon the soldier for a moment, as if trying to sense an ulterior motive. Finding nothing but the stone-faced discipline Atlas took pride in, he accepted the explanation and returned his attention to Ruby and Penny.

"Soooo Penny!" Ruby said breaking the silence. "You two were incredible out there. How were you able to keep control of all those swords? It was so cool..."

"Penny?" Ciel interrupted once again, her watch raised. "I believe it is best if we moved on to our next location."

"Don't let us hold you two up..." Raine remarked dryly.

Penny gave a sympathetic smile to her friends when an idea popped into her head.

"Can we have just... one minute to talk?" she implored of her teammate.

Ciel paused for a moment and went over some mental notes as she checked her watch. With a nod and a step back, she granted Penny the liberty to continue speaking to her friends.

"Is she a friend or...?" Ruby asked uncertainly.

"In a way," Penny answered. "She's like Blake, but if Blake was ordered to spend time with you."

"Oh, so Weiss."

"Precisely!"

"I dunno," commented Raine. "Ice Princess at least has some personality to go with that one-tracked mindset."

"Does she know about the... you know... beep-boop-beep does not compute?" Ruby pressed further with little robot movements.

"Oh no," Penny said with a shake of her head. "General Ironwood doesn't really want anyone to know about _that._ There was an incident with a magnet earlier at the fairgrounds, but I was able to pull it off."

Penny winked towards her friend, making the young reaper giggle.

"Ruby, there's something I've been wanting to tell you," Penny ventured, quieter this time as she leaned forward. "I want to stay at Beacon."

Ruby lost her laughter and looked at the redhead sadly.

"Penny, you know they'll never let you do that," she told her.

"I know..." Penny admitted as she hung her head, but that didn't seem to deject her completely. "It's ok though, because I have a plan."

She didn't get to share as Ciel stepped forward once more.

"It has been precisely _one_ minute, ma'am," she announced as she looked at Penny expectantly.

"I will talk to you two soon, Ruby and Raine my friends!" Penny declared happily as she turned to leave, completely at ease with her teammate's off-putting behavior.

"So that's one of Penny's teammates? Wow, I'm starting to see why Weiss ran away to enroll at Beacon in the first place," mused Raine.

"It's not her fault," Ruby answered with a light shrug. "It's like what Penny said; she was only ordered to spend time with her. It's actually really sad..."

"Do you think Penny will be able to give Ironwood the slip?"

"I want to say yes, but a part of me won't let me believe it. She's too important, apparently. If she went missing, someone somewhere will definitely know that something is up."

"She did say she had a plan. Who knows, maybe we'll get an official transfer student for next semester?" Raine suggested.

"Oh! Do you think she can stay with us?" Ruby perked up hopefully, making Raine laugh.

"I honestly don't think our room can handle another bed."

"She doesn't _really_ need a bed. She can just power down in the closet. They'll never even know she was there!"

Raine shook his head in amusement at his girlfriend's giddy behavior.

"Get Weiss and your sister to make some room with all their clothes hung about, and maybe that will work. Anyway, we got the rest of the day to ourselves. Festival?"

Ruby grinned.

"I'm so going to beat you at the Grimm Range this time!"

* * *

Arianna took a deep breath as she sipped at her tea. Seated at a large table on the balcony of Blake's cafe was the aforementioned Faunus and the entirety of Team JNPR. True to the cat Faunus' hunch, the cafe was almost completely empty. She mentally cursed both of her boys for running off with girls, though she didn't really blame them. Her only issue was where to start, or how Cyan or even Sun might take the news of her blabbing away their life stories. Still, these were Raine's friends, and he seemed to trust them immensely. Here decision made, she set the tea cup down and waited expectantly.

"So, where do you want to begin?" she asked Blake specifically, since it was she who wanted to speak in the first place.

"What is it like in Vacuo?" Blake started without hesitation. "I've never been that far west, but from what I've heard from Sun and Raine, they don't really treat us Faunus as a burden or waste of space."

Arianna nodded.

"Vacuo has only one rule for everyone trying to make a living there; the strong survive and the weak perish. Most of us don't have the time nor inclination to be bothered with the same prejudices in other parts of Remnant."

"That sounds... unnecessarily brutal..." Pyrrha said softly.

"It's not a pretty place, that's for sure, but it's still home," Arianna admitted. "Our parents, Sun and I, they moved there to get away from it all. They hated Menagerie. To them, a nation made entirely of Faunus was just another reminder how we would never be equal to humans. So they decided to strike out on their own. Vacuo seemed to be a good place to start."

"Why not try in Mistral?" questioned Ren. "If I'm not mistaken, Sun is a student of Haven, and he seems to be doing pretty well."

"Sun went to Haven because he wanted to travel the world," Arianna explained. "He looked at Vale first, but decided against it when our parents reminded him of how poorly Faunus are treated here. At the very least, Haven has a Faunus for a Headmaster, so it's not quite as bad of a place. Besides, if he didn't go, then he wouldn't have met Neptune, Sage, and Scarlet. Those three are like a second family to him, and if he didn't have them to lean on, he probably would've ended up in the White Fang."

Arianna took another sip of her tea.

"I'm sorry Blake. Raine didn't tell me directly, but I was able to work out the rest. They really don't have our best interests in mind."

"No need to apologize," Blake waved her off. "I cut ties from them a long time ago when I realized what road they were heading down. I still don't fully understand though. What is it that Vacuo does differently from the other kingdoms?"

Arianna smirked a bit.

"How good are you guys at history?"

Nora and Jaune shared a groan as they slid in their chairs.

"Please tell me you're not like Professor Oobleck," he begged.

"He took away my syrup..." cried Nora as she laid face-down on the table.

"It was a fair move," reasoned Ren. "He didn't want the pages in your book getting stuck together."

"As if I would waste perfectly good syrup like that! I could've licked them clean!"

"Aaaanyway..." Arianna continued, trying to redirect the conversation. "Vacuo was founded much like the other kingdoms. An expansive desert protected us from all but the most hardy of Grimm, but we had also stumbled upon a secret oasis deep within the endless dunes. This oasis had been situated upon a vast Dust deposit that brought great fortune to the early nomads. They decided to settle, and built a glittering kingdom around the crystal clear waters; the Crown Jewel of Vacuo. For many centuries, they remained hidden away, far removed from the rest of Humanity, living a life a leisure and luxury, a collective attitude which protected them from any wandering Grimm. Unfortunately, all good news spreads, and Vale had learned of their fortune. It started small, a business transaction here, another deal stricken there, but soon enough, force was brought into the picture."

Arianna grimaced as she finished off the rest of her tea.

"Vale, hardened by an almost constant struggle against the Grimm, deeply desired the vast stores of Dust that their neighbors in the desert had, in their eyes, hoarded. They sent a large invasion force into the Oasis, enslaving its people and seizing the Dust for themselves. Despite the superior weaponry that Vacuo boasted, their soldiers were soft and unprepared, putting all their trust into the desert itself to ward off other humans. It worked for bandits, but not for a neighboring kingdom. Over the course of thirty years, industry had tarnished the once glittering jewel that was the Old City. The Oasis was ripped apart and the Dust deposits exhausted. The displaced peoples were scattered, forced to live in slums surrounding the City's walls and made to toil in the mines until their bones broke. Eventually, their oppressive tyrants left when the last grains of Dust were plucked from the desert's belly, leaving her people beaten, broken, and in poverty. Unable to continue living in the ruins of their once proud City, they scattered to the dunes, until eventually settling on the coast in the East, tucked away under the cliffs overlooking a lagoon, and founded Shade Academy. Around it sprung up the modern day Vacuo everybody is familiar with."

Arianna paused for a moment in case anyone had questions. Her audience remained silent, too drawn in on her story to interrupt her. She continued.

"Their fall from grace festered in their minds. They grew strong, but remained bitter. This new outlook on life brought scores of Grimm to their new home, but this time they grew stronger for it. Those injustices would never be forgotten, and would eventually be the catalyst for Vacuo's entry into the Great War. They would also be the last to accept any attempts of reconciliation from any of the other Kingdoms, especially Vale. It wouldn't be until 45 years following the Vytal Treaty that Vacuo finally accepted their invitation into the tournament, and allowed the construction of the CCT Tower gifted from Atlas."

She motioned to a passing waiter for a refill of her cup, to which he promptly complied with a fresh, steaming pot.

"Today, Vacuo is still an oasis, but of a different sort. It has become a symbol of new life and a place to acquire a clean slate. Vacuo doesn't acknowledge most of the laws set in place by other kingdoms, and the only semblance of government is found in Shade Academy itself. This way of life attracts some of the worst of characters, not just those escaping prejudice and prosecution, but those who have lost any hope in their host kingdom. If you are strong, you will survive, and can count yourself family in a den of thieves, runaways, and vagabonds. The wealthy have often looked down upon us as criminals and anarchists, and in a manner of speaking, those people would be right, but we are strong and loyal amongst each other, and as unyielding as the Dune Seas. Collective suffering builds strong bonds for those who desire them, and the rest are swallowed up by the desert. We don't care if you're a faunus or a human."

Blake took a moment to contemplate over Arianna's story as Nora and Jaune launched into a barrage of questions. She had always thought Menagerie had been the symbol of unity for her people, that safe haven even though Humanity had essentially shoved them all into a "zoo" to be forgotten. To know that there was another place in Remnant where she could walk freely without fear of hatred and discrimination was a welcome thought, though the way Arianna had now described Vacuo had made her even more wary of the other unruly characters that fled to its shores. Raine was right; the strong survived and the weak perished, and the prejudiced humans and faunus alike, she has learned, were profoundly weak. She wondered if he thought himself as weak for leaving, but soon thought against it. He had proven his strength time and time again, though she wondered if Ruby had a hand in giving him that new-found strength. As a lull finally settled amongst Team JNPR's badgering, Blake finally asked the question that her friends had seemed to forgotten.

"Where does Cyan fit into all of this?"

Arianna paused for a moment, a flash of sorrow crossing her features.

"Cyan... has more reason than most of us to dislike Vale. His family... his blood... goes back to the original five families that founded Vacuo in the Oasis. He keeps it mostly in check for the sake of our friends and civility, but those feelings are only amplified when he uses his Semblance. Even when we had first met, I had _never_ seen him consider attacking Raine like he did in the arena today. I'm... worried he might do something foolish without either myself or Raine to reel him in."

"I'm sure Yang can keep him grounded," Pyrrha offered with a soft, understanding smile. "She's strong and has an inner beast of her own. She may not be a Faunus, but there's a reason we call her a dragon. Cyan is in good hands."

Arianna quietly sipped at her tea.

"I can only hope that's the case."

* * *

The sun was setting when the giggling form of Ruby was found leaning into her nonplussed boyfriend as they headed back to their dorm, the young rose triumphantly holding a giant corgi plush that bore an uncanny resemblance to Zwei high into the air.

"I _told_ you I'd win this time. Admit it, I totally kicked your butt," she bragged.

"Yeah yeah... don't let it go too far to your head," he grumbled as he shoved his hands into his pockets, his face glowing from his wounded pride.

"Aw, what's wrong?" she all but sang to him. "Can't admit that your _girlfriend_ showed you up to half the guys in school?"

"I suppose I can live with it if it's you..." he relented as she pecked him on the cheek.

"You still had fun though... right?" Ruby then asked, a hint of worry in her voice.

He smiled and wrapped an arm around her waist.

"Don't be silly. Of course I did. I love every moment I spend with you, Rubes."

She breathed out a sigh of relief as she snuggled into his side, the plush clutched tightly in her arms. As soon as she had seen it hanging above the range, she just _had_ to have it, and it reflected clearly in her shooting. This time, she had stomped him with a solid 30,000 point lead. Needless to say, it was him crying the tears on the console. As sweet as that victory was, she didn't want him to feel too bad about it, and was happy that hadn't been the case.

"Raine Zaffre!" came a familiar and shrill voice.

The boy in question lifted his gaze from the now stiffened rose in his arms to see the familiar sight of Weiss Schnee standing before them, Myrtenaster clutched tightly in her grip.

"Fight me," she all but demanded.

"Excuse me?" he questioned warily as he released his grip from Ruby.

"Weiss, what are you doing?" Ruby asked worriedly as she watched her partner all but seethe in place, her eyes darting to the gleaming rapier.

The Heiress grimaced at the question.

"Ruby... you're my team leader," she answered. "I can accept that, and if not for him, it would've taken me far longer to come to terms with that fact. But I need to know that my time here isn't being wasted. I need to know that I've been improving, not falling behind."

"Weiss, where is all of this coming from?" he asked seriously. "You're already a phenomenal Huntress; you shouldn't need something like that to reassure your confidence."

"I've been jealous of you," Weiss admitted as she focused on him. "I've been jealous since day one. Your skill, your discipline, your confidence, and lately... I've been jealous of..."

She trailed off as her eyes glanced to her partner, who now seemed more like Raine's partner than her own, and in more ways than one. She didn't voice it.

"All of those things are what I've been looking for when I came to Beacon, and for the most part I've gotten them, besides one. That's why, after thinking long and hard about it, I've decided to make you my rival. You are the standard I shall now hold myself to, and only by beating you will I be free to rid myself of that standard. That's why I am approaching you like this now. Fight me."

Raine narrowed his eyes ever so slightly, his left hand resting casually upon Tempest's pommel as Ruby looked back and forth between the two budding combatants, her palms sweaty as her heart beat loudly in her ears. She didn't know what to make of this as she was still far too innocent to the world of a normal teenager, Weiss' thinly veiled animosity over her relationship with Raine flying completely over her head. All she saw was tension shared between two of the closest people in her life. The hallway was so silent she could hear a pin drop. It only made Raine's answer that much louder.

"Ok then. Lead the way."

* * *

 **A/N: This chapter spent far too much time on the drawing board. I actually struggled to piece every scene together. The scene with Ironwood and Polendina has been sitting at the end of my main document since March haha. Finally, the product is finished and I can move on to other plot points that have been sitting patiently (for the most part) in my head.**

 **Vacuo is going to be the last kingdom we see in Canon. It's completely unknown aside from the WoR episode that Qrow narrated, though he likely told it from Vale's point of view. My background that I gave of the Desert Kingdom has been a headcanon bouncing around since that episode debuted. The Oasis, the Dust Deposit, and the exploitation is all Canon, but likely the modern kingdom as I have portrayed here and all of its little details are not. We may never see how Vale is viewed by the rest of the world, but we do know that the Great War happened for a reason. I've mirrored this origin after similar exploitation we see in the real world.**

 **At any rate, I hope you all enjoyed the new chapter. If you did and haven't already, hit those fave and follow checkboxes to show your support, and if you would like to share your thoughts on this latest release, feel free to drop a review or send a PM. I'll reply as soon as I can. Till next time!**


	39. Pride

**Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth**

* * *

"So where exactly are we headed to?" Cyan yelled over the roar of Yang's motorbike as they sped down the winding highways of Vale.

"My favorite place in the whole city. Trust me, you're going to love it," Yang answered him, to which he snorted.

She responded to his attitude by yanking Bumblebee's throttle and bringing them up into a wheelie, though he did little else but smirk at her efforts. She shot him an amused smile, silently congratulating him on keeping his nerve.

Little else was said for the rest of the ride as she took him into the seedier parts of Vale, along the border between the Industrial and the Upper Class Residential districts. She wound her way skillfully between the evening rush of cars, the wind whipping her mane of gold locks about in his face, though he paid little attention as his mind was more focused on the smooth surface of her midriff. His hands made their way around her more out of necessity than desire when she practically blasted out of the school's private garage, but even when they were comfortably on the move, he chose not to release his gentle yet firm grip.

Yang Xiao Long was a powerful woman indeed, and she proudly showed off her cut physique in every which way that she could. His bare fingertips could easily trace every contour and ridge of her carefully sculpted abdominals as they rose and fell with each gentle, steady breath. At first, he saw her as little more than a pretty face, almost as if she was like a bustier Arianna but with more attitude. That view changed on the train in Mountain Glenn, as he caught plenty of her fury before that pink nymph's toxin finally put him under. The fires he had often felt during battle were personified in the blonde dragon as her body went ablaze like a literal inferno. He could sense a beast within her as well, something old and primal that promised sanctuary to her friends, unwavering pain to her enemies. Unlike Sun's twin sister, Yang's strength and beauty struck him in ways that roused the long dormant beast within his soul. Had he been open with himself about the subject, he'd admit he was stricken with her, but Cyan wasn't a foolish man. He played it cool and confident, much like he did in battle, for he knew Yang was the type of woman for which lesser men would fall to pieces.

As the sun began to set, the duo had rolled off of the highway and into the much darker streets of Vale's Industrial district. Factories, warehouses, old apartment buildings and train yards highlighted much of their trip, the steady glow of street lamps passing over them as they periodically started switching on. They didn't travel for long, as Yang turned one last time down a road underneath a suspended railway and rolled to a stop to a multi-story building on the corner. Cyan's ears could easily hear the rumble of the bass coming from within.

"A nightclub?" he asked with a raised eyebrow as they climbed off Bumblebee. "What's so special about this one? If you wanted to hit up a club, we could've done that Downtown and saved us a trip across the kingdom."

"Sure, we could," she answered with a shrug as she pulled off her helmet and fanned out her precious hair. "But I know the owner here, and I can promise you we'll get our drinks for free, if not dirt cheap. Unless of course you'd rather drop eight lien for a beer at a more... reputable joint?"

She waggled her eyebrows at him as he grumbled his defeat; too easy.

"Don't tell me the big, bad lion is afraid of a little nightlife," she continued to tease as she sauntered over to him.

The steady sway of her hips instantly drew his gaze, a fact she didn't miss. She grinned saucily as she gazed up into his eyes, her finger tracing along his muscled chest.

"Let me make something clear, in case you missed the hints. This dragoness just pulled your sexy ass out on a date, and she wants you to impress her even more. Think you're up for the challenge? Or are you all roar and no bite?"

"You have no idea what kind of animal you've just awoken, Ms. Yang Xiao Long," he growled dangerously, a smirk of his own tugging at his lips.

"Best not disappoint," she cheerfully declared as she tapped his chest with her knuckles.

Cyan took his time enjoying the view as she walked past him, his eyes admiring her swaying form. Yes, the beast within him enjoyed this indeed. Sliding his hands into his pockets, he followed after her, his gaze drawn to the gentle swings of her hips.

Standing at the door was a tall and burly man, dressed in a black suit and top hat, red tie, and red shades. This bouncer, for all intents and purposes, was far less receptive at the sight of the blonde brawler, the color immediately draining from his face as he spun on his heel to run. Yang watched with amusement as the normally tough doorman scrambled at the door handle, anxiously prying it open and, after leaping inside, slamming it behind him. Cyan raised a brow at the odd demeanor, fully expecting to get challenged.

"Does that... normally happen?" he questioned.

"Only recently," Yang admitted, a smile still on her face. "I kinda... destroyed the place the last time I came here for pleasure."

"Geez, what's your idea of a good time?"

"Scared?"

"Intrigued."

Yang smiled at the comment as she stepped forward and grasped the handle of the solid metal door. She pulled, the oiled hinges scarcely making a sound and revealing the party within.

"Welcome to Elysium," Yang announced to him as she strode inside.

Cyan whistled to himself as he took in the sights and smells of his first nightclub. A massive dance floor of glass dominated the scene, packed to the brim with a thick crowd of patrons. At each corner of the dance floor were ornate, glass pillars designed with an industrial theme, and hanging above were many large railings from which countless spotlights hung. Their constant flashing and movements caused his eyes to blur. On the far side of the dance hall he spotted the DJ booth, with said DJ sporting a large, black bear head with a whimsical smile. The bass was far stronger here than outside, which he expected. Still, his ears slightly ached as they struggled to adjust to the heightened volume. Off to his right, he could see several booths and VIP rooms. Given the perpetual scents of alcohol, drugs, and sweat, he could probably guess correctly what people used those rooms for.

Shaking his head sardonically, he followed Yang to the bar which stretched along the entire length of the left wall. There he spotted the bouncer being chewed out by who was presumably his boss, a man dressed in a white dress shirt, black vest, red tie, black slacks, and black gloves. His short, black hair melded perfectly with his full beard and mustache. The man held the bouncer, who was now visibly shaking, by the collar of his shirt, demanding why he was inside and not manning the door. The bouncer lifted a trembling finger and pointed to the approaching pair of Yang and Cyan. The boss sighed in exasperation and let his employee go, waving him away with an irritated gesture.

"What are you doing back here, blondie?" he asked with a slight edge in his voice. "Please tell me you're going to be a normal patron for once."

"Relax Junior," Yang waved dismissively. "I'm just here to have a good time and show my friend here the nightlife."

Junior sighed in relief and looked over her companion. He raised a brow at the man's size.

"And where'd you find him?" the mob boss asked. "You got a name big guy?"

"Cyan," he replied with a rumble as he crossed his arms.

"You looking for work, Cyan?" Junior asked, cutting straight to the chase. "I could use some extra muscle around the club, specifically a man who actually _has_ a pair swinging between his legs."

Junior put venom into his last comment as he directed it to the bouncer that was watching warily from a distance. He jumped as his boss' eyes landed on him and scurried away like a mouse back to his post. Junior groaned and shook his head. How what was supposed to be a fearless muscle head could be reduced to a stammering idiot at the sight of a blonde, admittedly attractive, but dangerous bombshell was beyond him. With a mental note written to have a more stringent application process put into place, he returned his attention to Cyan only to find himself disappointed in his answer.

"No thank you," Cyan stated. "I'm just here for the tournament and to unwind."

"Heh, your loss," Junior relented. "I'd pay big money for someone like you. Missed opportunities. Now, what will you two be having?"

"Strawberry Sunrise, no ice," Yang answered as she seated herself at the bar.

"Top shelf, something strong and smooth on the rocks," supplied Cyan as he took his own seat next to her.

"Coming right up," said Junior as he set to work with the drinks.

Yang looked at Cyan with an expression of surprise.

"You drink like my uncle," she commented lightly.

"Oh? What makes you say that?"

"He's always been a hard liquor and whiskey kind of guy," she explained.

"Heh, as long as he has good taste in liquors," he replied with a smirk.

She shuddered at the thought.

"I tried his poison once. Thought I was going to die."

Cyan laughed heartily at the thought.

"Really? I'll have to try it myself sometime."

"Your funeral," she said with a shake of her head.

It was at that moment that Junior set a tall cocktail glass down in front of her, a crystal clear red liquid with a fresh strawberry sitting on the rim. She smiled as she took the drink and brought it to her lips, the dull burn of the alcohol curbed by the luscious, tart taste of strawberries. She made to grab her lien card only to stop when she noticed Cyan already handing over his own, a whiskey glass with a deep, amber liquid seated in front of him.

"No need for the lady to be paying for the first date," Cyan said with a smile.

" _First_ date?" Yang asked curiously. "You make it sound like there's already going to be a round two."

"I'm banking for a three," he suggestively told her. "Besides, it's not like I don't know how to treat a woman."

She hid her smile behind another sip of her drink. He passed the first test flawlessly. Cyan responded in kind, savoring the warm flow of whiskey sliding down his throat. Its flavor was steadily followed by a slow burn; smooth, just the way he liked it. He set the glass down, his eyes closing as he let the warmth spread through him. It had been too long since the last time he could let his guard down like this.

"Someone looks like he's enjoying himself," Yang commented with a waggle of her eyebrows.

"Most of the past six months have been field missions and training for the tournament. I've needed this for awhile," he said as he glanced back at her. "I'm curious though. Don't you have to be 18 to drink in Vale?"

"I could ask you the same thing," she replied without missing a beat.

"I fall under Vacuo's laws, of which there really isn't any when this is concerned."

"Don't you worry about me," she said confidently. "I turned 18 last month. Besides, my Uncle Qrow taught me a little trick with my aura to burn up the alcohol in my system before I go anywhere. Drinking and driving kills people, you know."

"Handy trick," Cyan praised as he took another sip of his whiskey. "Bummer that I'm younger though."

Yang nearly spit out a mouthful of red on her date.

"Wait, seriously?"

He shrugged without much of a care, swirling the amber liquid in his glass.

"I know. I act and sound older, but really I don't turn 18 for another two months."

He took a sideways glance at Junior, who had suddenly seemed quite interested in something at the other end of the bar. The mob boss knew better than to pick a fight with Yang over something as trivial as an age limit when it concerned a Huntsman. There were plenty of other laws he already turned a blind eye towards.

"Not just that but..." she tried to explain as she looked him up and down.

He got the message fairly easily.

"Yes yes, I know. I hit one hell of a growth spurt in my early teens."

"Ya think?" she said with a laugh. "Geez, what are they feeding you guys over at Shade anyway?"

"I just do push ups, sit ups, and I drink plenty of juice," he answered with a nod. "You should try it sometime."

"Oh you think you're being cute?"

"Bitch, I'm adorable."

Yang laughed uproariously.

"Ya know, you're lucky I've taken a liking to you. Otherwise, I'd knock your teeth out for that comment."

"I'd take that as a challenge," he fired back as he finished off the rest of his whiskey. "Name the time and the place, and I'll be ready to dance."

"I might just take you up on that offer, but for now..."

Yang finished her own drink and set her glass aside.

"I have a _different_ kind of dancing in mind."

She hopped off of her stool and grabbed his arm, a gesture he readily met, and led him out into the pulsing crowd. This was what Yang loved the most about Elysium; dancing. She almost felt bad about trashing the place before the start of term; almost. Cyan went with the flow. Unlike his leader, he didn't have as much of a discomfort with crowded areas. The pair snaked their way through the dense crowd until finally, Yang felt satisfied and began to dance.

She moved with the beat, running her fingers through her hair and leaning back. A smile on her lips, she closed her eyes and swung, letting her body do the talking. Cyan was the only man with enough nerve to come out with her and not seem to make an ass of himself, all the other "boys" in Beacon either too timid or too cocky, or in Raine's case, taken. He moved with her, his own dance a bit stiffer but hardly terrible. Sea-green met lilac, the pair completely focused on each other.

Yang felt her pulse quickening as the DJ picked up the pace. The two fighters steadily drifted towards each other, the heat radiating from her own body mixing with his. A light sheen of sweat made her exposed skin glisten, her entire world shrinking down to this dance floor. His scent drifted into her nostrils; earthy and strong. She swooned at the aroma, their bodies now barely touching. Turning on her heel, she took that last step and backed into him. Full body contact dancing was something she rarely partook in, preferring to keep a decent distance when she went dancing with friends, but here she felt bold enough to go a bit further.

She snaked a hand up and around his neck and pulled him in closer, relishing the feel of his much larger build encompassing hers. His own hands circled around her stomach like they did on her bike, though this time the setting was far more intimate. She ground her backside against him, taking immense pleasure in the way he sucked in his breaths. Cyan took the hint, leaning forward with their swaying. Her luscious, golden locks tickled at his skin. She smelt faintly of honey, the scent maddening to his inner beast. What a woman.

Time was lost to them, lion and dragon locked in a seemingly endless sway. Two fighters who relished the thrill of battle were now indulging in a much different thrill. More than just a few times, their lips hovered dangerously close to each other, though each time one of them would break it off, resuming their focus on the booming rhythms. Yang's breaths were coming in much stronger gasps now, deep huffs as her body temperature skyrocketed. The alcohol had made it through her blood stream, and while she was far from an easy drunk, a good cocktail with good company always got underneath her collar.

"Hey," she gasped out over-top of the beat, her face flushed. "Let's find a booth and take a breather."

"Tired already?" he asked playfully as he released her from their embrace.

"In a way. Any more of this and I'll end up jumping you right here on the dance floor."

"Fair enough. I don't think that would be appropriate."

He led her over to a vacant booth in the corner of the club, the blonde firecracker sliding in after him and using him like a lounge chair. He threw a muscled arm around her shoulder and held her close, the pair gasping hard as their dancing caught up with them.

"You sure this isn't your first rodeo? Your moves actually weren't half bad," she complimented as she looked back at him.

"I just went with the flow. Vacuo doesn't have clubs like this. Plenty of bars and taverns, some of them with live music, but not clubs," he answered with a shrug.

"Sounds boring," she scoffed and turned away.

"Not really. We have plenty of other ways to keep ourselves occupied."

"Like running around as the king of the jungle?"

He chuckled deeply.

"I suppose that would be one way, yes."

"Making young maidens _roar_?"

He paused, trying to process what she had just said. She took that as a signal to continue the attack. Test two was to check his dancing. Test three was to test his humor.

"I mean, I bet a guy like you gets the _lion's_ share of girls left and right."

"Yang..."

"Hey, no need to be embarrassed. That's just something you should be taking _pride_ in."

"And what is that supposed to _mane_?"

She grinned back at him. Finally, someone who appreciated her genius.

"Think about it. Big guy like you, a beast on the battlefield, a gentleman off the battlefield... it's all just _claws_ and effect."

"And _Xiao Long_ did it take you to come up with that one?"

"Not _Long_ at all."

That was it. She couldn't hold herself back anymore. She threw her arms around his neck and hungrily attacked his lips with her own. Cyan took it in stride, his hands grasping at her hips as they took part in a third type of dance; a dance of tongues. She moaned hotly into his mouth as she relished the feel of his muscles beneath her hands. An old fire was growing in her, something she had missed deeply and it was quickly running out of control. She sat patiently, biding her time ever since Mountain Glenn until the right opportunity showed itself, and now that it was here, she was going to take it just as a dragon would.

"Would you look at this Melanie? The bimbo is back."

"Yes Miltia, and it seems she's eager to spread her legs for this man."

Yang stiffened at the sound of those familiar voices. Now a different kind of fire was brewing, something much more angry than passionate. She squeezed tightly at the leathers of her new object of affection, then turned in her seat to confront the newcomers.

Standing before her were the twins Melanie and Miltia Malachite, Junior Xiong's most trusted hands. It was Miltia who had spoken first, the young girl dressed in an expensive, glittering red dress with black lining, red gloves, a black bow tied around her waist, and long red boots with very high stiletto heels. A pair of feathers, one red and one white, were perched behind her left ear, and her pale green eyes were highlighted heavily with red makeup. Draped over her shoulders was a pelt of black fur, secured by a chain at the front. She ran a hand through her short, black locks of hair as she smirked haughtily.

Her twin, Melanie, was similarly dressed, but dominantly in white. Her strapless dress was lined with cyan, with a dainty white bow in the center at the topmost part of her bodice. She wore white, satin gloves, a small silver bracer over the glove on her left arm, a silver chained belt around her waist, and a pair of small, cyan wings on her lower back. Her long, white boots were heeled with what clearly were blades. Draped around her neck was a scarf of white feathers, and pinned above her left ear was a large, white flower hairpin. She, like her sister, had her pale green eyes highlighted heavily with makeup, hers cyan in color. Long, black hair cascaded down to her waist. She stood there with her arms crossed and a blank expression on her face.

"And what do you hussies want?" Yang hissed.

"We've been watching," answered Melanie.

"Waiting," added Miltia.

"Wanting."

"Your man is making a mistake being with you."

"A man like him deserves real women, not a barbarian."

The twins spoke in perfect succession, finishing each others thoughts. Cyan shifted in his seat, slightly unnerved by their demeanor, and it was clear that these two had a history with the firecracker in his arms, a bad history at that. He tightened his grip around Yang's waist, not as a gesture to protect her, but to calm her so that she didn't level the nightclub with what he guessed would be a second time. Miltia took notice of his action and smiled seductively.

"She would leave you in a heartbeat. She'll use you for her own gain."

"You're not the first man she's brought here, and you certainly won't be the last," Melanie added as she stepped an inch closer, wary of Yang's reach.

"But we..." Miltia continued, her voice gaining a smokey tone to it. "Will give you everything and more."

"We can feel it, the beast within you, and only _we_ will be able to sate it."

"Two for one. A smart choice, and we suggest you take it."

"And the best part of is... you'd never need to see her again."

Yang felt her blood boiling. She always knew Miltia and Melanie to be arrogant and stuck up, but never had they confronted her and a date like this. Cyan made a smart choice by gripping her tightly, otherwise she would've jumped out of this booth and caved in their pretty little faces, laws and tournament disqualifications be damned. Still, she struggled to free herself from his grip. Her pride demanded such.

"Cyan, let go of me. I need to teach these two sluts a lesson," Yang growled.

"Stay put. It's me they're here for, so I'll deal with it," he responded calmly.

He shifted around her, the brawler crossing her arms impatiently as he stood to full height, dwarfing the twins with his stature. He crossed his arms and stared down at them menacingly.

"Melanie and Miltia... right?" he asked, to which they both smiled expectantly.

"As flattered as I am of the attention, let me make one thing clear. I don't take kindly to anyone who threatens someone in my Pride, no matter what they're offering. The both of you smell sour... rotten even, as if you were discarded in the most humiliating of ways."

The Twins' shared poise shifted, their postures stiffening at his insult.

"Lions are heavily territorial. I suggest to the both of _you_ to step out of this one's territory."

His aura radiated around him, the faint specter of a menacing lion's head manifesting itself behind him. It glared down at the twins with a heavy spike of killing intent. Had they not been within its direct line of sight, Melanie and Miltia would've swooned by the power he radiated, but now they were the targets of his ire. Stamping down the feelings of fear beneath their usual masks of self-assurance and refined upbringing, they both, as a pair, turned up their noses.

"Whatever," dismissed Miltia.

"Your loss," added Melanie.

They took their leave, their sharp heels clicking along the glass floor. Cyan watched and waited as the Twins disappeared into the oblivious crowd. He didn't let down his guard until they were completely out of sight. With a sigh, he turned back towards his livid date.

"I'm going to take a wild guess and say that you've had your fill of this place," he ventured as his aura died away.

"No shit, Sherlock," Yang growled as she got out of the booth, the mood ruined. "I don't think I'll be coming back here anytime soon."

"We can continue this party back at the dorm. Just take us to a liquor store and I'll take care of the rest."

Yang raised a brow as she followed him back to the bar so that he could cash out.

"We're not allowed to have alcohol in the dorms though. School policy."

"Since when did a girl like you care about policy?" he asked with a smirk, to which she smirked back.

"Just thought I'd warn you first."

Junior watched with apprehension as the pair returned to his bar, the mob boss automatically going through motions of charging the tab.

"For a moment I thought I would have to step in."

"Tell your two whores to back off Junior, otherwise next time you will," Yang growled hotly.

"No need for that language, Blondie. I gathered that you're about to leave so I already cashed the both of you out. Just leave already before you cost me another fortune in repairs."

Cyan shook his head and took back his card, casually sliding it back into his pocket.

"No need to tell us twice," he grunted as he and Yang left Elysium.

Once outside in the cooler, night air, Yang let her temper evaporate. She breathed in the crisp air deeply as she and Cyan walked back to Bumblebee in comfortable silence. A quick pulse of aura shot through her body, purging the alcohol from her system and leaving her head clear as day.

"Hey," she said suddenly. "Thanks for holding me back. I really did cost Junior a pretty penny a while back."

"For what?" he asked with a chuckle. "I know you have a temper, but I don't think you'd be reckless like that on purpose."

"It's a long story," she sighed as she climbed onto her bike. "Maybe someday I'll share it."

"Up to you," he agreed as he mounted behind her.

"So..." she started as she revved up the engine. "I'm part of your Pride now?"

Cyan laughed at the question.

"In Vacuo, family runs deeper than blood. Raine considers you part of his family, and by extension, that makes you part of my own. So yes. You're in my Pride so to speak."

She shook her head and smiled. With a yank on the throttle, they disappeared into the city.

* * *

Ruby Rose nervously bit at her nails, the young reaper fidgeting on her seat in Professor Goodwitch's auditorium. Up on stage, with sparks dancing between their eyes like embers from a wildfire, were Raine Zaffre, the love of her life, and Weiss Schnee, her best friend and partner at Beacon. Weiss' demand shocked her. She couldn't, for the life of her, understand why the Heiress held so much resentment towards the man standing upon that stage. Such tension could be cut with a knife. Worry coursing through her veins, she was left on the sidelines as Weiss spun the revolving chambers in her rapier.

Myrtenaster's smooth grip was clenched tightly in its owner's hand, the Heiress' pulse pounding in her ears. Zaffre simply stood there, arms crossed and stance loose, as if he wasn't expecting her to make good on her request. Her eyes narrowed as she widened into her battle-stance, her right foot inching forward into that age old form she was drilled endlessly to master.

"Why haven't you drawn your weapon?" she asked in challenge.

Raine remained standing there stoically.

"I'm waiting to see if you intend to follow through," he answered simply.

Weiss' eyes pulsed for a moment in surprise, but only for a moment. Narrowing once more, this time in anger, she brought Myrtenaster level to her face, then shot forward with glyph enhanced speed. She rapidly closed the distance, Ruby's cry of alarm deaf on her ears. Thirty feet, twenty feet, ten. A ring of vibrating steel was the only sound in the vast amphitheater as the tip of the rapier sat lightly in the center of Raine's throat. He remained undaunted.

"Why didn't you move?" she demanded.

"Your heart simply wasn't in it," he replied seriously. "You had no intention to actually harm me, so I had no reason to respond."

She frowned and jumped backwards, once more putting respectable distance between them.

"You seem awfully confident in yourself, and your judgment of me," she remarked disdainfully. "That kind of thinking will get you killed."

"But not by you," he responded candidly. "Before we begin, however, entertain me this question: why do you fight?"

She raised a brow.

"Excuse me?"

"Your motivations for choosing to become a Huntress," Raine clarified. "For most people, the reason is pretty simple; honor, adventure, fortune, duty. But with you, you seem to have the entire world at your fingertips, yet you chose to be here, and I feel like none of those reasons I've just mentioned will fit your bill. Why decide to walk with us?"

Weiss scoffed silently.

"My reasons are my own," she answered, remaining tightly lipped on the issue. "All you need to know is that I need to become stronger to do it. Now that's enough talk. Fight me, because this time I won't hold back."

"As you wish," Raine acquiesced, drawing Tempest but an inch.

Weiss initiated their bout, the golden form of a Haste glyph spinning beneath her feet, complete with the tell-tale clicking of a mechanical clock. She felt her muscles tremble ever so slightly, her every move amplified through the time dilation. As the faint, golden outline of aura encircled her form, she shot forward once more, closing the distance within the blink of an eye. Raine stood ready, drawing Tempest fully as he parried a thrust aimed at his face. The two blades clashed with a ring, Myrtenaster passing harmlessly by his cheek. He stepped forward following the parry, thrusting out with his elbow and forcing her to step back. Tempest raised to the ready, he closed the distance with similar speed, and the two fell into a deadly dance of strikes.

Weiss spun with the grace of a ballerina turned fencer, striking out with intricate thrusts, slices, and cuts. Raine parried one such cut as it arced down to his head, Tempest rising to knock aside the offending blade, but Weiss continued in stride. She followed with a rapid series of jabs, probing his defenses for openings yet finding none. He took each attack with the ease of a well-disciplined swordsman, Tempest a blur to her eyes, the young man having trained regularly against speed demons such as Adam in his youth, and Ruby here at Beacon. Adjusting her angle, she cast a white glyph and leaped over the retaliating slash from Raine.

Now airborne with a myriad of glyphs surrounding her target, and combined with her earlier use of Time Dilation, she struck with even greater speed, flashing back and forth between her glyphs as she struck out at his form. This time, a few hits managed to make it through his defense, his aura sparking in response to the violent contact. Ruby, Raine, and Pyrrha had always been the fastest in their class for differing reasons, but that didn't mean she couldn't match and exceed them all. If he wanted speed, she would show him speed.

Eyes watching carefully, he moved in rhythm with her strikes, his internal clock counting down in his head with each cut that struck home upon his body. As the last of her glyphs disappeared under the vaulting Schnee, Raine made his move and struck forward into a seemingly empty space. A loud clang echoed out across the auditorium as Weiss hastily raised Myrtenaster to block the counter, the force of the strike sending her tumbling away from him. She rolled into a deep stance, her hand planted upon the floor to steady herself as a beeping drew her attention to her scroll. She clenched her teeth in anger; that strike alone dropped her aura down to 80%.

"You're fast. I'll give you credit for that," Raine complimented. "But judging by the look on your face after checking your scroll, I'm going to take a wild guess and say your aura can't survive many heavy hits like that."

She growled back at him defiantly.

"Don't mock me!"

She spun the chambers of her rapier as she made a quick switch to fire dust. The heated energy crackled as she traced the length of her blade with her forefinger, the tempered steel glowing a bright orange with the foreign energy. With a yell, she swung forward, conjuring a wave of deadly flames that barreled towards her opponent. Ruby yelped and leaned forward, eyes wide as saucers as she watched the attack bear down to engulf her boyfriend. He responded appropriately, slipping an ice dust crystal into his blade as she spun up her fire, and swung vertically with a similar attack; a much smaller, but no less potent, crescent of ice streaking across the arena floor. The two opposing attacks collided with a bang, the heat of Weiss' inferno canceled out by the sub-zero temperatures of Raine's ice. A flurry of steam erupted from the contact point, enshrouding the entirety of the arena in a white haze.

Raine capitalized on this distraction, rushing forward under the cover of this new fog of war. He skirted around her as the steam rushed forward to engulf her place in the arena, the Heiress tensing as he disappeared from sight. She swore to herself for letting the battlefield get out of her hands like this, but the memory of Winter's lectures yesterday echoed in her brain. She needed to balance her emotions before she let them control her, much like they did when she proposed this bout in the first place. Breathing in deeply to steady her nerves and honing her senses to a razor's edge, her training from Winter's drills took over, and the Heiress let her eyes close.

"You are unwise to lower your defenses," came Raine's voice from within the haze.

The comment was unnecessary, as a shift in the air was all the warning she needed. She spun on her heel and knocked away a sudden slash from the hidden Caelesti, Myrtenaster sparking from the abrupt contact with Tempest before he retreated once again. They clashed once, twice, thrice more in the same manner, her form calm and collected as she took each strike with ease. When he finally came out of hiding and stood toe to toe with her once more, they resumed their fierce exchange of blows, her frigid eyes opening with a focused glare.

Her feet moved with well-executed and well-rehearsed steps, her seemingly dainty form betrayed by her obvious skill, dexterity, and, if this was a life or death match, lethality of the placement of her strikes; a ballet of blades. Still, she fought with frigid fury, intent on reaching her goals and eclipsing the young man who surpassed her time and time again. Infuriatingly, he matched her blow for blow, his face a mere mask of composure like the eye of a storm, a storm that she was now brewing. She spun with a parry, dropping her pretense of grace in favor for as much raw strength she could muster. The clash sent him stumbling backwards only a mere step, but it was all the room she needed. She spun Myrtenaster's chambers to her own ice dust, and with a flourishing pirouette, planted the tip into the floor with another yell.

A field of jagged ice spikes burst from the ground, surrounding her in a frigid no man's land. Pouring aura into his legs, Raine jumped to safety, the razor tip of one particular spike grazing the sole of his boot. He flipped high into the air, pulling the hidden trigger in Tempest's hilt and splitting her into her dual form. Two blades in hand, he spun back to earth with the force of a tornado, his body wreathed in a powerful current of wind.

Weiss' eyes widened at his new counter, raising Myrtenaster in defense as a blue glyph formed to shield her, and bracing herself for the coming impact. He landed against her guard with force that rang like a thunderclap, the shockwave from the blow tearing apart the countless ice crystals in a flurry of snow. His form bled a blue aura as he began to tap into his Breakthrough. He narrowed his eyes as she responded appropriately to that challenge, her own body bleeding a similar, much lighter blue of aura. It had a chilling effect, with tiny snowflakes drifting around her.

"No more games, I take it?" he asked with a small smirk.

"Of course not," she replied, the same haughtiness with which she came to Beacon now back in her tone.

"Ok then, Ice Princess. Let's dance."

They blurred out of sight, their battle ascending to the next level. To any other passerby, the sight would've been ensnaring as two highly skilled combatants pulled out the stops against each other, but for Ruby it was torture. She couldn't bear to see friends cross blades like this. It wasn't like the spar with Pyrrha, and it wasn't like any of their matches leading up to the tournament, or even the bouts they had climbing the ladder to the finals. Her plea came like a whisper, and fell upon deaf ears.

"Please... stop."

They didn't stop. White and blue blurs flashed across the frozen battleground, a sharp and steely staccato filling the reaper's ears like nails on a chalkboard. Tears brewed at her eyes as she subconsciously drew upon her Caelesti blood, her irises glowing with a soft, but strengthening silver light. Her plight went unnoticed, Weiss and Raine falling into a tunnel vision with each other, the entirety of their focus set upon the task at hand; win.

Weiss felt her muscles beginning to burn. This was the first time she attempted Breakthrough in an actual match, the last time being a mere conditioning exercise before the tournament began. She didn't dare attempt it during her doubles battle, her own insecurities refusing to chance the possibility of failing in front of the world... in front of her father. She refused to give him that satisfaction. Instead, she poured all of her ire and frustration into battling Raine. Petty, to be sure, but it was the only release she had right now. She needed to get this out of her system before it tore her apart.

" _Keep hitting him,"_ she thought to herself.

She fought savagely, the power in her strikes steadily increasing, and yet she continued to move with practiced grace. With twice the coverage now that he had split Tempest in two, Weiss was hard pressed to open up any holes in his defense, and his offense came back upon her twice fold. The combined effect of gusting winds and drifting snow created a blizzard effect, the two duelists weaving throughout its epicenter.

"Stop it," Ruby cried once more, louder this time, and rising to her feet

Raine didn't hear, a frown on his features as it became clear to him Weiss' was letting her fury take control of her. He had done something in the past to anger her? He had little time to contemplate as Myrtenaster grazed his cheek, drawing tiny pinpricks of blood. She was extending her aura into the rapier itself, allowing her to, even if only slightly, penetrate his protective second skin.

" _Keep hitting him!"_ the little voice within the Heiress' mind repeated like a mantra, her measured breaths coming out in puffs of fog.

"Stop it!" Ruby called again, a her tone trembling as she tried to yell.

Weiss could vaguely hear her partner's pained pleas. She was so close now, but she had to end it. Raine would clearly outlast her at this rate, even though she kept an even pace. Yes, she would stop, but there was only way that was going to happen.

" _KEEP HITTING HIM!"_

She roared, her form exploding with aura. She spun with a savage swing ill-suited for a weapon such as Myrtenaster, the massive form of an ice greatsword forming behind her. Raine's eyes widened as she pulled out a clearly fatal attack, enshrouding Tempest in a cloak of razor sharp wind. With her already considerable dexterity enhanced by Breakthrough, he had little hope of running to safety. He braced himself for what would surely be a crippling blow.

"STOP!"

The earsplitting cry shattered their bubble, and for a fraction of a second, fear and recognition lit up in the eyes of the Heiress and the Swordsman in the form of a flurry of rose petals crouched between them. Ruby's eyes burned furiously as she called upon her Semblance and drew Crescent Rose, her aura enhanced swing shattering Weiss' greatsword, a swing that carried itself full circle and crashed into the buzzing form of Tempest. This simultaneous block and counter was punctuated with the ringing of shattered glass.

Weiss stumbled forward, dumbstruck by Ruby's reckless interference, her Breakthrough fading away. Raine was knocked backward, the normally self-composed warrior falling backwards upon his rear, horror painted upon his face as he realized what had almost happened. Caught in the middle of it all was Ruby, tears streaming down her cheeks as Crescent Rose clattered to the floor. She hit her knees in a heap, the light gone from her eyes.

"Stop this..." she begged. "You two are teammates, friends... family!"

She gasped out that last part.

"Friends don't fight each other... not like this..." she whimpered as she shook her head back and forth. "Not like this..."

Weiss was struck speechless as she watched her leader break down in front of her. Her mouth flapped dumbly, unable to say much of anything. Her gaze fell to Raine who, with sorrow on his features, climbed to his feet and sheathed his blade.

"She's right..." he whispered hoarsely. "What are we doing?"

A frown returned to Weiss' face as she made to answer, but her voice caught in her throat as the damage caused by Breakthrough caught up to her. She stiffened, her words replaced by a pained gasp. Muscles locking up from overuse, she pitched forward, too weak to catch herself. She didn't have to as a rush of wind suddenly enveloped her, followed by the scent of rose petals. Her blurry eyes refocused to find herself laying back in Ruby's arms, silver orbs still moistened and puffy. An errant few droplets splashed upon Weiss' cheek, the Heiress own eyes itching in a similar way.

"I... I know I haven't quite been the best of partners..." Ruby admitted, her voice shaky. "I know I should have spent more time focusing on the whole team and not just..."

She glanced to Raine guiltily. Winter might have been right about this one as well.

"It's not fair to you... it's not fair to everyone else..." Ruby continued, her voice wavering. "But... I'm sorry. I'm... so sorry for letting you get like this. I know I probably don't deserve this but... please... let me try again. Let me help you, Weiss. I don't want to lose my best friend... my _partner_."

Weiss felt her jaw tremble, but she refused to cry. Not like this. She put on a strong front and weakly, halfheartedly, pushed away from her partner. She didn't get very far.

"You dolt..." she whimpered. "I'm not some delicate flower that needs coddling."

"You still need a hug though," Ruby insisted and pulled the Heiress in closer.

Weiss couldn't bring herself to resist, and gave in by burying her face into Ruby's blouse.

Raine stood awkwardly to the side, unsure if it would be appropriate to interrupt their moment. Instead, he opted to sit, legs crossed and he waited patiently until he was acknowledged. He narrowly dodged a bullet when Ruby stepped in like that. He wasn't sure if he could've pulled back in time. Silently, he thanked her for her skill with that scythe of hers, otherwise their scuffle would've ended much differently. He shuddered at that thought.

"You asked me why," Weiss suddenly said as she turned away from Ruby, her eyes red and tear stricken. "Why I choose to fight."

Weiss took a deep, shuddering breath as the last of her defense mechanisms came crashing down.

"It's because of my father..." she admitted. "He cares more about money and the Family reputation than he ever did about me. Winter had been his first choice. He spent countless hours grooming her, preparing her to inherit the Company and his legacy, but she rebelled. She fought back and chose to become a Huntress, and when she finished her Specialist training, he stripped her of the title of Heiress. It fell to me to fill that gap."

She paused for a moment, quelling the growing anger and deeply set resentment she held for that man.

"I was his plan B, and for the most part I worked hard to impress him. I went to every social dinner, I attended every etiquette class, and sang in front of thousands at his behest. I did it all trying to please him, trying to earn his favor so that he would stop looking at me as _second best,_ as a burden or waste of space. Whitley, my younger brother, was the only one of us he seemed to care about at all. It drove away Winter, and sent my Mother into alcoholism. Her only solace is at the bottom of a wine glass, and she's constantly chasing after that solace in the gardens at the estate. But still I tried, tried so hard to be the good daughter that he could be proud of."

Ruby listened attentively, hanging on to every word Weiss shared.

"It only grew worse when the White Fang started getting violent. He would come home almost every night furious at the world. He'd rant and rave in his study, only to turn on me whenever I would try to help him. Faunus workers started acting against us, sabotaging machinery and making countless shipments of Dust go missing. One night, he struck me... I can still feel the sting of his hand on my cheek, and I ran away crying. I clammed up after that, refusing to leave my room or speak to anyone besides the family butler, Klein. He always seemed to be able to put a smile on my face, but there was only so much he could do."

"You felt trapped, as if you were a prisoner in your own home," Raine remarked softly.

Weiss nodded.

"I latched on when Winter came home. I demanded that she train me. She had asked me that same question..."

Weiss trailed off. She still didn't entirely understand her reasoning herself, only her feelings, but after coming to Beacon, that reasoning became a bit clearer.

"I fight because I want to live life on my own terms. I don't want to be stuck in my father's shadow. I don't want to spend every waking moment trying to earn his favor. I worked and trained everyday so that one day I could leave and come here to Beacon. I was doing pretty well for myself too, but then you two happened."

"Are you still upset that Ozpin picked me to be team leader...?" Ruby asked nervously, to which Weiss answered with a shake of her head.

"It's not that, not all of it anyway," Weiss said with a sigh. "Raine helped me get over that one pretty quickly. No, I feel like everyone keeps moving ahead and I'm getting left behind. Ruby, you got in two years early, something that's completely unheard of, and you did it so... easily. I didn't want to admit I was jealous, so I hid it beneath an attitude and superiority complex. And Raine... you were everything I wanted to be. Strong, independent, self-assured, and a natural born leader. You earned my sister's favor on just the first day, something she never allows, something that took me _years_ to do. It's maddening that you both can do all of that but I can't."

"Weiss..." Ruby said softly. "You're not getting left behind. You're the strongest, most talented bestie I could ever ask for, and I'm so... happy that you're my partner. If anything, I've been the one jealous of you. You're so confident, so pretty, so smart, and so comfortable around people, everything I'm not. You can even _sing!_ You're the type of girl I wanted to be, not my sister. So I tried. I tried so hard to get you to like me, I didn't realize I was doing the opposite. I was afraid I was driving you away, but I'm happy that didn't happen. Weiss... I want to make a promise to you."

Ruby took that moment to take the Heiress' hands in her own.

"I promise I'll be a better friend, a better partner, and leader. It was my fault for neglecting you as a partner and teammate, and a leader takes care of her team. A leader looks out for them, so that's exactly what I'm going to do now."

Weiss flushed red and turned away.

"You don't have to do all of that, you dolt..." she huffed. "Can I ask you a question though...?"

"Yeah?"

Weiss clenched her eyes shut as she forced the words out of her mouth.

"Why'd you have to take him away?!" she cried out.

Ruby sat there in shock.

"Eh?" was all she managed to say.

"You idiot," Weiss continued, letting her bottled up emotions run loose. "As soon as he wakes up, you latch onto him like a leech! No warning, no build up, just boom! You're together! Right out of the gate, you two are like "I love you"! I didn't even get a chance..."

Ruby started to sweat from embarrassment as she put two and two together.

"I guess we kinda did rush into it pretty quickly, huh?" she admitted sheepishly, suddenly feeling bad for their hookup. "I just... I really liked him a lot and went with it."

"You weren't the only one..." Weiss pouted as she crossed her arms. "Whatever. You two are a thing, so I won't get between you."

Raine shuffled nervously on his feet, unsure how to take Weiss' confession. He figured that affection she had for him died away when he and Ruby got together, and especially when Neptune came into the picture, but it seemed now she had just been locking it all away, and now those locks were blown off the hinges. It wasn't that he didn't like her though. She really was all of those things Ruby had listed, despite being hidden underneath an extremely off-putting exterior. He felt like he should say something, anything to try and ease this new tension, but couldn't find the right words.

"Maybe..." Ruby started carefully as she poked her fingers together, her face turning red with a deep blush, drawing both Raine's and Weiss' attentions. "Maybe you wouldn't have to?"

It was Weiss' turn to be confused as she listened to what her leader was trying to say.

"I mean... you _are_ my bestie, and dad always did say to share with your friends so... I guess if it's you, I can sorta-maybe-kinda... share him with you? As long as I'm around when you do it?"

Time ground to a halt as the words left Ruby's mouth. Weiss turned a shade of red even deeper than Ruby's hood, the Heiress at a complete loss of how to respond. Did Ruby even realize what it was she just suggested? Within the blink of an eye, Raine's mind stopped functioning. He stood there with a dumbstruck look on his face, his mouth flapping like a fish out of water. Soon after, thoughts rushed through his head, and while certainly not completely unwelcome, they were far more than he was comfortable with handling. His eyes rolled back into his head, and he fell over, completely unconscious. The thud of him hitting the floor snapped Weiss out of her stupor and, with steam rushing from her ears, she shrieked her answer.

"YOU DOLT!"

* * *

 **A/N: I'm just going to throw the most important bit out here right now. I do _not_ condone underage drinking. I might be correct in my hunch that Remnant would be a bit more liberal in that regard than the real world, but that doesn't change the fact that real world laws can be entirely different. If you decide to drink, do so responsibly. If you're underage and you can't, for all intents and purposes, wait until legal age in your country, do so in the safety of your own home. Alcohol is dangerous. Trust me. I know.**

 **I had a lot of fun writing this chapter. I've steadily been taking the focus off of Ruby and Raine, and have been giving more attention to the rest of the cast. Here, I decided to work with Yang and Cyan. I've sometimes wondered how often Yang would frequent bars and clubs, considering she feels completely at ease in those settings. The only times we see her in these places in the show are when she's looking for something. She likes to cut loose, she likes to have fun and dance. Yang strikes me almost like a party girl, but more responsible. She's had great role models growing up, but that doesn't mean she won't be a bit rebellious here and there.  
**

 **The duel: Weiss is a proud person. It's the reason why I've decided to name this chapter "Pride" and no it wasn't just for a quick lion pun *snerks*. She is easily the most proud person of the cast, even more-so than Yang, and she has all the baggage that comes with it. I wanted to treat her coming to terms with this pride in a way I felt would be consistent with her character; bottling up her frustrations until finally they burst free. She needed a way to confront those frustrations, and I decided to have her do so in the most direct way possible. You may also notice that I've portrayed her quite a bit more powerful than usual in this chapter. In Canon, she's used to be on top, and appears comfortable even if Pyrrha passes her in some areas, but here that comfort isn't present. She works herself hard to grow strong, but finds herself lost if she hits a wall. The changes that have taken place over the course of this story have prompted her to take her real training more seriously, but that doesn't mean she won't have roadblocks along the way.**

 **Now, I want to touch upon one of the bigger parts of this whole story: Crimson Storm. By far, the most frequent criticism I've had was how I handled this relationship. I will openly admit that romance is one of the hardest things for me to write. Ruby and Raine, just as Weiss has told them following the duel, rushed into it, and it shows in my writing in early chapters. I've often felt like I should go back and change those details now that I've grown as a writer, flesh them out further to show more receptiveness on Raine's side of things. Ultimately, however, I've decided against it and instead use it as a device for certain developments in character, as you can see by the final scene this chapter. That doesn't mean I won't go back and do some heavier revision when this story is complete, but for now it will have to wait. My goal is to have WWSE finished by the end of the year, and doing that level of revision will take up too much time.**

 **Phew! Ok, that's enough of me running my suck. I hope everyone enjoyed this latest chapter. If you haven't already, show your support by hitting those fave and follow buttons at the bottom, and if you would like to share your thoughts on the story, feel free to drop me a review! As always, thank you all for your continued support on this crazy ride. Till next time!**


	40. Friend and Foe

**A/N: To all Windows 10 users, this is a PSA. Ensure that all of your recovery data is backed up onto an external hard drive. I had a nasty case of "Microsoft dropped the ball" on an update, in which case the OS deleted several critical files including Explorer among others. This prevented me from restoring to a previous point, and even stopped the OS from resetting to factory settings. The nuclear option was taken, and I wiped the hard drive. While it was fortunate that I was able to salvage this story and my notes, many other things were lost. As such, this chapter is a tad shorter than my last few, but hopefully the quality remains the same. Enjoy!**

 **Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"You're certain of this?" Ironwood asked as he examined the files on his scroll.

As soon as he received Ozpin's message, he departed the arena and had made his way directly to his colleague's office. He found Qrow and Glynda waiting for him as well.

"I'd bet my life on it. That's them alright," Qrow confirmed, taking a swig from his ever present flask.

"Unfortunately our hands are tied," added Glynda. "Cinder Fall and her teammates are officially here as students from Haven Academy. Without any proof of the attack, detaining them would be under a limited duration, not nearly long enough for us to reverse the attack on Amber, and it would drive a wedge between Vale and Mistral."

Ironwood snorted at the notion.

"Mistral wouldn't push back if the security of Vale was being threatened. Lionheart is anything but his namesake; he's a coward. With both Vale and Atlas putting pressure on him-"

"It would back him into a corner and prompt him to react far more rashly," Ozpin cut in. "We need allies much more than we need enemies, James, and it's clear that enemies have surrounded us at every corner. No, what we need is definitive proof of tampering if we are to hold them under any length of time for our real investigation to bear any fruit. Fortunately, such an opportunity has presented itself."

James fell silent, his retort dying on his tongue.

"Explain," he said curtly.

Ozpin casually took a sip of his coffee.

"As you know, the competitors choose their own representatives for the doubles portion of the tournament. The opponents they are matched with, however, are chosen through a randomization process. This process is carried out the night prior. Normally, this wouldn't be a factor, however our systems detected a change in the match ups early this morning several hours before the fights resumed. The teams affected were Team ARC and Team CMNE, the former of which originally meant to fight Team CFVY. That event was then traced to an I.P address unique to a scroll belonging to Miss Cinder Fall."

James raised his brows in understanding.

"Then if we bring her in on those grounds..."

"It will provide us with the proper probable cause to detain her long enough for our investigation and hopefully, return to Amber the rest of her power," Ozpin finished with a nod.

"I do see a problem with this plan," stepped in Qrow. "What if she decides not to cooperate and come along peacefully? Or if we go to her dorm to collect and not find her there? My own experiences tell me you can't get a rat into a cage without it putting up a fight."

"The former won't be an issue," assured Ozpin. "If my feelings are correct, then she's the type who will go to many lengths to maintain appearances. Fighting will only confirm our suspicions and break her cover, leaving her to our mercy. She will entertain our questioning, if only to sate her own pride and curiosity. If she's already gone, then we are too late, and must brace ourselves for the coming storm."

James scowled at their limited options as he crossed his arms. He was a man of action first, and being unable to move freely ground at his gears, figuratively and literally.

"And what of the White Fang? All of our efforts to uncover their new base of operations has been met with either dead ends or scores of Grimm opposition, too many for my forces to simply blast our way through without sending my fleet and leaving the Kingdom undefended."

"Which is why we'll be altering our methods. Let's focus on the facts first," explained Ozpin. "Roman Torchwick was the figurehead for all of the Dust robberies that have occurred over the last twelve months. We know that during the later months, he worked personally with the White Fang and even appeared to be a ranking officer at some points, commanding hundreds of troops at a time. If anyone would be able to shed light on their recent movements, it would be him."

"Torchwick has been stubbornly silent since his capture," explained Glynda. "He won't give up that information of his own free will, our own investigators can attest to that."

"Then I will carry out the interrogation personally," James declared. "Give me twenty four hours with him, and I'll have all the intel we need."

"James..." Glynda growled with warning. "The Vytal Treaty is clear on the treatment of international criminals when under custody."

"Pursuant to the highest offense," retorted James. "Roman Torchwick was somehow able to hijack experimental military technology. In Atlas, such an offense is considered treason and thus is punishable by death. Considering he is being detained aboard my flagship, it is within our legal right to carry out the interrogations using our own methods to the extent we see fit. Upon the investigation's conclusion, he shall be released to the Vale authorities pending his local charges. I'm sorry Glynda, but your investigators were allowed into our facilities out of courtesy. Officially, you have no grounds to object in his treatment."

Glynda made to reprimand the General for his blatant disregard for human rights, but a wave of Ozpin's hand stopped her.

"Do what you need to do, James, but I don't think we have twenty four hours," Ozpin told the General seriously.

"Then I will have it by morning."

With a curt bow, James took his leave, departing with a crisp turn of his heel. Silence reigned throughout Ozpin's office until the chime of the arriving, and subsequently departing, elevator broke the pause.

"I have a bad feeling about this," Glynda spoke first with a frown.

"So do I," grumbled Qrow. "Sometimes I wonder who is more dangerous; our friends or our enemies."

"Sometimes the most dangerous of enemies _are_ our friends," Ozpin answered with a tired sigh. "For now, I want the both of you to find Cinder Fall, and bring her here. We can't afford to second guess every turn."

* * *

There were a few terms James Ironwood would use to describe himself: disciplined, loyal, steadfast, reliable, just to name a selection. Ruthless, however, wasn't one of those terms. That sounded more like a term that Glynda would employ considering exactly what it was he had set out to do tonight. He wasn't entirely above torture, only saving such methods for the most dire of circumstances, but that didn't mean he enjoyed such drastic measures. He needed results, end of story.

A frown marred his features as he strode down a long, white corridor aboard his flagship, the Radiant Dawn. The sleek, angular ship was several thousand tons of steel and ordnance, equipped with the most state-of-the-art weapon systems available to Man. Whenever a Grimm incursion warranted the absolute greatest response the Kingdom of Atlas could muster, this ship was always at the head. Commissioned a mere two years ago, the capital class cruiser was his pride and joy, the General having personally contributed to its design. Having borrowed some inspiration from the commercial Atlesian Airlines, the same concept was applied to this monolith of the Air Fleet, the ship alone serving as the home of roughly 2,000 men and women, all of whom would gladly lay down their lives for their kingdom.

Two such soldiers promptly stood to the side as he approached, dressed in crisp and cut white uniforms with steel-gray accents, their hands snapping up in salute. Ironwood lifted his own palm with his own salute.

"As you were," he told them as he passed, giving them leave to return to their business.

He came to a stop in front of one of several elevators scattered throughout the ship. With a near inaudible hiss, the door slid open and granted him access. Palming the appropriate button that would lead to the brig, he mentally ran over his options on how to approach the enigmatic man known as Roman Torchwick. There were two things he was hoping to accomplish during the coming talk; to shed some light on how the criminal mastermind had made off with twenty of his Paladins, and the most recent of movements being employed by the White Fang.

Simply a year ago, Torchwick was just one of several criminal kingpins in Vale. The scenario that should have happened following his capture would be a sudden rise in activity from rival gangs such as the Xiong Triads, as the remaining figureheads would scramble to snatch up lost territory. Instead, crime had ground to a complete halt. Even the occasional shoplifter had curiously decided to stay indoors. While most of the local authorities treated such silence as a much needed vacation, James was anything but a complacent man. The connection of this lull with Torchwick's capture was too convenient for his tastes.

A faint chime sounded as the elevator came to a stop, the doors opening to a small lobby, this one much more spartan in appearance than the upper floors. In the center was a booking station, manned by three guards clad in standard issue armor as they mulled over reports on their consoles. Behind them was a large security gate, reinforced with a pair of solid iron doors, each of them a dozen inches thick. One of the guards, a sergeant, looked up from his terminal at the sound of the elevator's arrival, and when he recognized who had come, he snapped to his feet in an instant.

"Attention on deck!" the sergeant commanded, prompting his subordinates to stand in kind.

"At ease, gentlemen," answered Ironwood as he approached them. "Is the prisoner ready for interrogation?"

"Yes sir," the sergeant replied with a nod. "We had him moved shortly before you returned to the ship. We have him under guard in room 2."

"Take me there," Ironwood commanded.

"Right this way, sir."

The guard escorted Ironwood down a side hallway to their left where a pair of interviewing cells were kept. Both had one-way viewing windows, allowing outsiders to see inside but not the other way around. Standing at the flanks of the door to the occupied room were two more guards, each armed with standard issue Atlesian energy rifles. They stood aside as Ironwood approached, one of them palming the door's security panel, the glass screen swapping from red to green. A couple beeps sounded off, and the hatch slid up into the ceiling, revealing the room within.

Two rows of fluorescent lights illuminated the bare 8 x 15 box. In the center was a large, steel table, seated at which was one Roman Torchwick. The ginger haired thief reclined patiently, with his feet thrown on top of the table, one crossed over the other. He whistled a cheerful little tune to himself, abruptly stopping when the door to his new cell had opened. The whistle became more curious in tone when Ironwood stepped inside, the man's hands clasped comfortably behind his back. A snap-hiss followed by a heavy thud indicated the door resealing itself, leaving him all alone with on of the most powerful men in Atlas and arguably, the world.

"The Great General himself has personally come to visit little ole' me? I have to admit, even _I_ didn't expect this turn of events," Roman mused.

"I've been informed that you haven't been cooperative with the local authorities," James said simply, ignoring Roman's comment.

"I know that this _might_ be a bit difficult for you to believe, but I'm not exactly the greatest fan of local law enforcement."

James scoffed.

"And what about the world's greatest military power?"

"First impressions so far?" Roman answered as he looked around the second box he had been shoved into. "Not so great. The little implant you had your guards slap onto the back of my neck doesn't help matters either."

"Nevermind about that portion," James answered as he took a seat across from his new best friend for the next several hours. "It is my impression that the Vale authorities may have gone about this the wrong way. You've built up quite the reputation, so it's understandable if they were less than pleasant to talk to."

Roman chuckled to himself at the almost blatant form of flattery.

"And you think that you're going to succeed where they failed?" the thief replied smugly. "I know that you have a big head, Jimmy, but I didn't peg you to be _that_ arrogant."

"Arrogant? No, I just have plenty of well-placed and well-earned confidence. No, my question is rather simple; what are the White Fang really planning? You have no love for them, just last year you were openly having territory disputes with them in the industrial district of the kingdom. Why the change of heart? What did they offer you that has garnered such a tight-lipped loyalty to a cause that clearly isn't yours? What is it that you have to gain by siding with these terrorists?"

"You're going to need to butter me up a _bit_ harder than that, my dear General," Roman answered simply as he crossed his arms.

James snickered lightly and closed his eyes, a hand reaching into his coat. From it, he pulled a pair of cigars, his other hand retrieving a cutter and a lighter from his trouser pockets. A small smile crept upon Roman's face as the General set the items down on the table; this was going to be easy.

"I heard you're a smoker," James said candidly. "Perhaps we can talk about this like men?"

"I see you're starting to get with the program," Roman complimented as a gloved hand reached out and took his own cigar.

He clipped the cap and, with a flick of his finger, lit a small flame from the lighter. He took a pair of puffs, letting the soothing sensation of nicotine filter into his system.

"Not a bad start, really," Roman praised. "A local brand or something more exotic?"

"Imported from Vacuo; Nomad's Green they call it, used as a relaxant after a long day on foot," James replied as he took the second cigar and prepared it in kind.

"Ok then, General. Ask your questions, and I'll see how inclined I am to answer," agreed Roman as he slid the lighter back to his host.

"The troop movements and staging areas of the White Fang," James asked immediately.

"No I told the last few mooks; I don't know them," Roman insisted. "Yours truly might be a king of crime, but I'm no zookeeper."

"I find that hard to believe. I have it on good authority that you leverage some considerable power in their ranks."

Roman snorted derisively.

"Yeah? And who told you that? Your lapdog, Schnee? Or was it that irritating little girl who always seems to pop up when I least want her to? What was her name... Garnet?"

James remained silent, letting the thief continue his tirade.

"Here's the thing... General..." Roman continued as he drew a long drag from the cigar, a large plume of smoke leaving his mouth with an exhale. "I have no love for the White Fang, but business is business. It's got nothing to do with what I have to gain, but more like I can't afford to lose. You know what I'm talking about; I'm sure ole Ozzy has filled you in on all the little details."

James crossed his arms but remained silent, not rising to the man's light barb at a long buried suspicion. Roman picked up on this unease rather quickly and continued his monologue, intent on striking while the iron was still hot.

"You see, my dear General, this little _peace_ we've been enjoying is running its course. You think Adam and his merry band of rodents is the worst you have to deal with? They're but the catalysts, the Harbingers of Doom if you feel like getting dramatic. It's really quite simple why this world is called Remnant; the Age of the Four Kingdoms is coming to a close. And when you, Ozpin, and all the other _do-gooders_ of the world have all croaked and rolled over, I'll continue the way I always have; lie, cheat, steal, and survive. That's the way this world spins. So... unless you have a better deal to offer me than my current employer, I'm afraid we have little else to talk about. Do you catch my drift?"

"Your terms?" the General inquired.

"Full pardon, both kingdoms, and a ship of my choice. An associate of mine will be given the same pardon. That's the price for my information."

James sighed with a small smile as he stood from his seat.

"I had a feeling that would be the case."

He raised his right hand in a signal, the hatch suddenly opening and allowing two soldiers to enter the room. Roman watched with a guarded expression as they circled around the table and stood at his flanks. With a snap of the General's fingers, the guards suddenly grasped Roman by the arms and shoulders, and forcibly threw him face first onto the table. The thief grunted in surprise and pain, eyes watching as Ironwood leisurely joined them.

"Let me clarify so that you're on the same page... Torchwick. You're hardly in any position to make demands. Your theft of experimental Atlas military property has earned you the death penalty in my kingdom. Because of that, the Vale Council has agreed to place you under my supervision for as long as I see fit. You continue to breathe by my own whim."

Roman forced out a confident chuckle despite the pressure on his lungs.

"You kill me, and your source goes out the window. You'll be fighting blind."

"So you would think," James agreed as he positioned himself behind his captive. "But Atlas is a Kingdom of innovation. That implant on your neck isn't just an aura suppression device, but a one-way data port. An organic hard drive if you will."

Roman's pained chortles ground to a halt.

"That cigar you smoked was laced with hundreds of tiny nanobots, all of which are currently skittering through your bloodstream into your medial temporal lobe. If you're not medically inclined, that's the section of your brain responsible for memory. All I need to do is plug into your neck like a computer, and I can read everything inside your head like an open book."

Ironwood produced from his pocket a small thumb drive, the man leaning down and holding it in front of his captive's face. Roman's blood ran cold in a moment of genuine fear.

"The technology isn't perfect, of course. At best, it will leave you bedridden for the next week. At worst... well, let's just say you'd be more akin to a two year old in a thirty year old's body. You're going to tell me what I want to know, Roman Torchwick, whether you want to or not. Last chance. Do you wish to cooperate?"

It was in that moment that Roman realized this wasn't going to end well for him. Even if Neo managed to bust into this floating tin can and find him, everything would be exposed anyway. He was well-versed in reading people, and the confidence in Ironwood's voice convinced him this wasn't a bluff. Maybe his luck had finally ran out? What a sorry state of affairs he found himself in; bent over with another man approaching his ass. He did the only thing he could think to do in this situation. He laughed. He laughed his head off, and while the guards holding him down shared looks of confusion and bewilderment, Ironwood remained stoic and patient as the thief's bizarre chortling died down.

"At least take me to dinner first... before you fuck me!" Torchwick finally answered with one last taunt.

Ironwood shook his head as he shifted the ginger locks away from Torchwick's neck, exposing the silver surface of the implant, lined with angry, irritated skin. In the center of this implant, located directly over his spine, was an almost insignificant data port. Ironwood took the thumb drive, and with a light click, slid the device into place. Roman felt a jolt of electricity shoot through his nervous system, his arms and legs twitching violently. The sensation of thousands of tiny needles pricked at his brain, his teeth gritting against the pain as Ironwood leaned down to face him one last time.

"This next part... might sting," the General told him as he switched the device on.

Roman Torchwick's vision went black. No jibes, no witty comebacks, no laughter; only screams.

* * *

Ozpin breathed in deeply as he gazed out his office window, his eyes resting upon his Kingdom and home. Dark storm clouds billowed about, the cracking of lighting shattering the night sky like broken glass. Down below on the grounds, he watched as students, guests, and family alike rushed to seek shelter from the pouring rains. He wasn't much of a superstitious man anymore, having seen much of the world many times over than most people could imagine, and yet with all the events that have transpired over this past year, he couldn't help but feel such rolling clouds represented an omen, a sign of things to come. Like the windswept rains that battered upon this polished glass, he felt as though that the coming storm made this downpour seem calm in comparison. Weary eyes closed in acceptance.

"You're either quite brave or quite foolish to approach me in this manner," he spoke softly.

"You're the only human that I respect," came another voice.

Cane in hand, the Headmaster of Beacon Academy turned to face his visitor. A particularly close flash of lightning illuminated his dimly lit office, revealing the masked visage of Adam Taurus.

"I don't suppose you came here to negotiate a truce?" Ozpin ventured.

"If more of your species shared your worldly views, I would consider such," Adam admitted. "But for now, they deserve no such clemency."

"Then why have you come here, Adam?"

"I am extending to you the same respect you had shown me during my time here as a student. My soldiers won't step foot into your Academy. I can't speak for the inevitable Grimm, but your students will not be harmed by a hand of the White Fang so long as they remain here at Beacon."

"Then you must also understand that many of my students have family in Vale, and most have accepted their duty as Hunters to protect the innocent. I will not order them to stand by to abandon that family, and watch as you burn my city to the ground, nor will I simply do the same."

"Nor would I expect that of you," Adam replied. "Huntsmen and Huntresses are free to choose their own paths. I fully expect many of your students to choose the path of heroes, but I wonder how many will fully grasp what kind of battlefield they'll be stepping onto. After all, it's not in the Beacon curriculum to learn how to kill your fellow man, is it Headmaster?"

"Nor was it in Urdin's," Ozpin replied levelly. "It makes me wonder how much of his teachings you've actually taken to heart, or how many of mine you've considered during your two years spent here. You've changed, Adam Taurus, and not in the manner that will finally bring acceptance to your people."

"My people no longer desire acceptance, only retribution," Adam answered coldly.

"Your people, or the White Fang?" Ozpin countered calmly.

"If you're referring to the few Faunus that seek to coexist peacefully with a wretched race, then you need not worry about them. They will either join us or be swept aside with the rest of Humanity's ashes. They will become yet another remnant of times past. You've spent far too much time within the confines of this Academy, Ozpin, and you've lost touch with the real world."

"Are those your words, or Salem's?"

Adam paused at the mention of the Lady of Grimm, his mistress that bestowed upon him such incredible power. Ozpin took note of this hesitance as the pair began to circle each other.

"You have allowed her whispers to crawl within your skull, twist and contort your mind until it became hers. This is not you, Adam Taurus. This isn't the bright young boy who wanted to change the world when he stepped into my Academy. That boy would never have accepted such horrific powers to carry out horrific deeds for a cause that never truly was his."

"That boy is dead," Adam spat out. "He was young, naive, and foolish. My eyes have now been opened. They have seen why our world has become the way it is, and Humanity only has itself to blame. They've had their chance, they've long forgotten, and now their time has come to an end. You have a decision to make, Ozpin. You could pursue me, and put an end to this threat, but I will be left a martyr for other Faunus to rally around. My forces will then immediately set upon this Kingdom like wasps to sugar. You can remain here and let history take its course, but forever be branded a coward and traitor to this city you hold so dear. Or you can fight out there, and die with the rest of your race, your honor still intact."

Their pacing came to an end as well, with Ozpin standing in front of his elevator, and Adam with his back to the skyline. It painted clearly the vision the fallen Caelesti had planned for Vale.

"You won't win this war," Ozpin stated. "You will only bring pain and suffering to all."

"Perhaps. We shall see," Adam answered with cool indifference.

At that moment, the doors to the elevator slid open behind the guarded Headmaster, revealing Glynda and Qrow. The aged reaper shouted in alarm when he spied the megalomaniac Faunus that nearly crippled him standing before them. His hand immediately reached for the massive sword hanging on his belt, the blade folding forward and revealing the double barrels of his hidden shotgun. At the same time, Glynda drew her crop and a wave of the medium sent a barrage of energy bolts rocketing towards their intruder along with Qrow's buckshot volleys. They impacted harmlessly against a purple hard light shield that roared to life, protecting their would-be target.

"Twenty four hours, Ozpin. That is how long you have to make your decision. Make good use of this time, for it is borrowed," Adam declared.

The dark, swirling form of a portal ripped open behind Adam as he stepped backwards. It swallowed him whole, leaving the trio to their thoughts.

"Have you lost your damn mind?" growled Qrow as he stowed away his weapon.

"How long had he been here for?" questioned Glynda with equal disdain.

"Long enough to give a message," Ozpin answered vaguely. "Were you able to find Cinder Fall?"

Qrow snorted.

"She's long gone, and so is her team it seems. We're too late."

"Not quite. I will inform James what has just happened and have him recall his forces to the city walls," Ozpin assured them.

"So then... Adam meant what he said about our time frame?" asked Glynda with a hint of worry in her voice.

Ozpin nodded gravely.

"His message is clear: the Age of Man is over. The Age of Darkness has come."

* * *

 **A/N: Everyone has an agenda, people of power especially so. I sought to give some insight into some of the most powerful figures in Remnant this chapter, leaving a little bread crumb trail for you, my loyal readers, to follow and speculate. Much like in chess, adversaries will sometimes dance around each other, probing each other for weaknesses in their formation. Once that weakness is found, they take advantage of the opening and strike. Good and evil isn't as black and white like some of us are taught to believe.**

 **As always, if you enjoyed what you've read, show your support by hitting those like and favorite buttons at the bottom. If you wish to share your thoughts on this chapter, feel free to leave me a review. That's all folks. Stay tuned for the next episode of RWBY BALL Z! I kid, just ignore me.**


	41. Shock and Awe

**A/N: Hey there readers! ZEN is finally back after an extended Hiatus brought upon by Hurricane Irma, and I have to say I was overwhelmed by the incredible support and well wishes I had received. You're all awesome, and the wife and I thank you all from the bottom of our hearts. We're Florida strong, and though this past month has been a struggle, we keep on living and pushing through. I hope this chapter ends up being worth the wait, as the first draft I had done by candle light during our week without power. And so, without further ado, the show must go on!**

 **Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

It was time. At long last, the Finals were here. Yang bounced brightly on her feet as she, among seven other finalists, stood lined up in the center of the Arena. This was it, the moment she had trained for. She was going to win that trophy. A rush of adrenaline long familiar to her spiked throughout her body, her pulse pounding in rhythm with the beat of the mighty crowds. An excited smile on her face, she leaned back and waved happily up at the stands and cameras. Lilac eyes scanned the dense throngs of spectators until they landed on a familiar little girl in red and black.

"Break a leg sis!" cheered Ruby.

Yang's teeth shined brightly with her smile as she shot her younger sister, and their friends surrounding her, a confident thumbs up. The brawler couldn't wait to get into the action. However, despite the stiff competition that awaited her, there were really only three she was truly eager to fight with.

Her gaze swung right. On the far end stood her little sister's eccentric friend from Atlas, Penny. If there was a textbook definition for the phrase "more than meets the eye", it was this girl. The cheerful little redhead rocked happily on the heels of her feet, her innocent nature a mere facade for the unusual power she possessed. To her credit, the sunny dragon was far from the only one to be fooled.

Next came Pyrrha Nikos, their resident reigning champion. Yang felt her blood pumping at the thought. She and Raine were arguably the most powerful of their group, the memory of their sparring match still fresh in her mind. Their speed, their strength, and their love of battle were all things Yang could relate to on a personal level, and she had made surpassing them her life goal. Her aura pulsed eagerly at the thought.

She swept her gaze left, her final thoughts of the matter coming to Cyan Gideon. Contrary to what her sister might've come to conclude, Yang wasn't all libido and hot air. The time the two powerhouses had spent last night was certainly an excellent release of built up tension, but the Lion of Vacuo remained ever the gentleman. Despite plenty of heated sessions, not a single article of clothing was shed between the two. He hadn't treated her like a one-night-stand, like several other boys in her past had tried.

" _Lions like to take their time,"_ he had told her. _"We are incredibly patient until we find a worthy mate, and I think that could be you, Yang Xiao Long."_

Her heart fluttered girlishly at the thought, as if she was like her kid-sister again. He wanted worthy? She would show him plenty of worth with her fists. Cyan caught her anxious gaze, the man giving her a rueful smile in response. This was going to be fun.

"Now for the moment you've all been waiting for; the one on one finals!" announced Professor Port. "Barty, why don't you explain the rules?"

The bespectacled scholar nodded eagerly.

"Ah it's quite simple, Peter. Instead of a bracket system, each round will be randomly determined immediately before the match takes place."

"Much like any good hunt, there will be zero time to prepare," Port added in agreement.

"Ah yes yes, now let's see who our first match will be!"

A roulette system on the massive mega-screens mounted above the arena began their long awaited spin. Viewers across the world watched with bated breath as the first two finalists were selected.

"And our first fight is Cyan Gideon vs Yang Xiao Long!" announced Port to the roar of the crowd. "Will all other combatants please leave the stage?"

Yang grinned like a dragon in a sheep field as she turned to face her opponent, Cyan's form casting a long shadow as the spotlights switched on. He stood with his arms crossed, a confident smirk on his lips. The whirring of gears and hydraulics ground beneath their feet as the octagon that was their battlefield lifted into the air.

"You better not go easy on me, big guy," she taunted playfully.

"Wouldn't dream of it," he answered in kind.

They stood twenty paces apart, their feet widening into their stances. Yang stepped backwards and slowly crouched low, her right fist held upturned and at her side, and her left hand held forward in a loose claw. The smile disappeared and her gaze turned hard and focused. Ruby's eyes lit up in recognition.

"She's using dad's form!" she announced to her friends with wide eyes.

"And that means...?" Weiss asked.

"It means she's finally taking your dad's teachings to heart, right?" guessed Blake.

"Yeah," confirmed Ruby. "Dad taught her everything she knows about fighting, but once she discovered what her Semblance was, she turned into a brawler to try and take advantage of that as much as possible. Dad never really could get her back to the basics, and after she left for Signal, she kinda stopped using it. I never understood why she did that, but it makes me really happy to see that she still remembers."

"This could be interesting," ventured Raine as he watched patiently. "Cyan is the very definition of tank. Punching him over and over again won't work much, but if she starts fighting with more finesse, she'll gain an edge."

"Only one way we'll find out," Ari added with a nod.

Cyan breathed deeply as his arms came to rest down by his sides, his right foot forward and his body tensed. If he had any inkling of Yang's personality, there was only one way this was going to start.

"Begin!" yelled Port.

With a battle cry, Yang launched into action with a blast from her gauntlets, fist cocked back as she flew across the divide. They impacted as Cyan leaned backwards, catching her punch in the palm of his larger hand. A shockwave erupted between the two that was felt throughout the arena. Trapped in his grip, Cyan pulled her in, cocking his leg to drive a kick into her side, but she evaded by blasting a round from her free hand and using the momentum to swing herself over his head and out of his reach. She landed lightly on her feet then pressed forward once more, attacking with a barrage of swings that pummeled into his defense. She forced him backwards, his feet skidding along the floor of the arena as he took her blow for blow. Yang finished her assault with a jump spin-side kick, yelling as she thrust her heel at his face.

Cyan took the attack solidly, her boot colliding with his chin, his own fist cocked with his counterattack. Her eyes went wide as an overhead swing from his own gauntlet clad fist came crashing down upon her, her less than ideal position leaving her at the strike's mercy. She hit the ground heavily, the crash shattering the tiles below her, and she was left with little time to reorient herself. Cyan roared as he followed up with a second punch, intent on burying her into the floor. She rolled to safety before his heavy hand could strike true, surging to her feet as she moved to gain some distance.

Leaping backwards, she fired wildly with Ember Celica, the flares screaming out their presence as he gave chase, barreling through them like a freight train. Tensing her muscles, she watched him close the distance, awaiting the obviously choreographed move of a cocked punch. As the moment came, she spun out of the way and knocked the offending fist aside with an open palm. Continuing with her momentum, she jumped and drove her knee into the back of his head with another earth shattering blow. It landed with all the same weight as their opening confrontation.

"Those two titans are going to shake the arena apart!" cried out Jaune.

Cyan buckled forward as the blow connected, a jolt of pain shooting through his head. Growling, he spun on his heel with a backhand, but she was already waiting for his retaliation. Yang ducked underneath the swing and leaped forward with another attack; a flame wreathed kick. Her aura flared as she harnessed her inner fire, embers exploding as she made contact with his chest. This time, her strike certainly knocked him from his feet. Falling backwards, he threw his arm out to catch himself. Rather than crumple to the ground, however, he used the force from her attack to vault and kick back with his own leg. The attack caught her in the chin and sent her tumbling backwards.

Refusing to give ground, she rolled back to her feet and launched back at him. He followed suit and met her in the middle with a furious clash. Their fists impacted against each other, knuckle to knuckle as the ground splintered beneath their feet. What followed was a back and forth barrage of punches, the strikes sounded like thunderclaps as both combatants roared their fury. Fingers were bloodied against each other, calves bruised from the heavy cracks of combat, yet they pressed on, whittling each other's aura down to dangerous levels. One particularly hard punch from Yang collided solidly against the larger palm of Cyan's hand. Gritting against the strain, they gripped together, fingers interlocking as they reared back their free hands for a second, equally powerful punch. Auras flared as they dug into deeper reserves, blue lightning clashing with golden fire, an unstoppable force that was Yang meeting an immovable object that was Cyan. Their personifications loomed above their heads, a lion and a dragon biting furiously at each other.

"They're so strong," breathed Weiss in awe. "Does a change in style really make that much of a difference?"

"Yang always fought like a street brawler," explained Raine. "It makes sense that all of the wasted energy she would toss aside in her usual style is being put towards a much more focused use."

"You can see it in her strikes," agreed Blake. "She's waiting for the moment of impact before releasing her aura. That way, she gets all of the power with none of the waste."

"And she hasn't even gotten angry yet," summed up Ruby with a smile. "Dad's gonna be so proud."

Similar gasps of shock and awe echoed throughout the crowd, as aura so concentrated it was visible danced across the arena.

"So..." Yang growled between clenched jaws as both fighters struggled to overcome the other with pure strength alone. "Am I worthy of you yet?"

"I didn't think you'd try this hard to gain my approval," he forced out. "C'mon bombshell, show me _true_ strength. Give me something to _really_ get my blood going!"

"With pleasure!"

Lilac eyes flashed to crimson as her aura exploded from her form. Flames washed over Cyan as the dragon pushed back. His heels dug through the tiles, carving indents as she forced him ever closer to the edge of the ring. Cyan's own aura flared against the inferno bearing down upon him, forcing him to tap into his Breakthrough. He roared in defiance as he dug his heels even deeper, the pair grinding to a halt.

He surged forward with newfound strength, pushing them back to the center of the ring as lightning lanced across his skin. Ba'al crackled menacingly in response, the sparks fueling its core. A twitch of his finger released the energy at once, making her body shudder from the sudden surge of electricity. She yelled in pain as the lightning shot through her, her skin and clothing giving off smoke ever so slightly from his surprising and concentrated attack. He lashed out with his leg, sending a snap kick into her chest and making her reel in backwards in pain. He struck again, this time with his head leaning back and swinging forward, smashing his forehead into hers. Yang choked back a second gasp as a splitting headache erupted through her. All the same, she could feel her Semblance taking that power and converting it into her own, just as it had been during the entire fight.

With a mighty heave, teeth still chattering from the constant stream of lightning coursing through her, she grasped his hands in hers and lifted, his feet leaving the ground. Cyan gasped in shock as she grappled him over her head and slammed him into the arena floor.

"You want to see strength?" she growled as she clenched her hand into a fist. " _Bet on it!_ "

Aura engulfed her fist, a miniature inferno angrily swirling around her clenched fingers. With a roar, she brought down the final blow, her energy discharging into his chest. A shock-wave erupted from the impact, far greater than anything within comprehension. Terrified onlookers braced themselves in their seats as a mighty rumble shook the Colosseum to its very core. Protective shields flared against the excessive energy as a massive plume of smoke, dust, and fire erupted from ground zero.

"Cyan!" Arianna yelled out in concern as she stood from her seat.

Raine leaned forward, eyes hard as he stared into the swirling haze. A part of him doubted even Cyan would be able to stand up from a blow like that. Mercury had pushed him to a point where control wavered over his beast side, and the steel themed mercenary was hardly as strong as Yang. Breath held, he watched and waited, ready to react should the worst happen. At least the buzzer rang.

Underneath the cover of dust and debris, Yang panted heavily as her eyes returned to their usual lilac. She stumbled away, looking down at her handiwork with little more than fleeting interest, her body too worn out to spare more than a glance. He was strong, he could take it. Tiredly, she stepped out of the crater to the steady, growing roar of the crowds. That buzzer was unmistakable; she had won.

Despite the blur in her vision, she still waved as best as she could with a heavy arm, a weary smile on her face as she basked in her victory, yet the only thing on the brawler's mind was a bed. Hopefully she could snatch a few winks and put some grub in her before her next match started. After all, a warrior needed to keep up her strength.

Even so, something felt off to her. She had never felt this worn out and fatigued in a fight before, even during the countless training sessions where her dad had worn her into the ground. Her stomach swam uneasily, and her head did constant flips and somersaults that made the world spin. The crowd faded to a mere whisper, an unimportant detail in the back of her mind. In fact, there was little else she _could_ hear aside from her own pounding heart. Was she about to black out? Did she spend more aura than she could give? Did Cyan's lightning zap a few more cells in her brain than it could handle? Her vision went next, dizzying swarms of spots dancing in her eyes. A shaky hand lifted to her head in a vain effort to alleviate the vertigo, but such feelings ended up being the least of her worries when a sky-splitting roar resounded from behind her.

Yang spun on her heel, eyes wide in terror as she witnessed Cyan, in the full glory of his lion form, leap out from within the stagnant haze of smoke. His fangs were bared, claws drawn, and eyes filled with bloodlust. Out of fear for her life, her will shoved past the dismay she felt over a man she held so much affection for come at her with such a suffocating intent to kill. She jumped backwards and fired from Ember Celica. The round connected, the lion suddenly squealing in pain as it crumpled to the floor.

"My word!" gasped out Professor Oobleck as he jumped up from his seat. "Cut the cameras!"

Silence reigned out across the crowd as shock and horror tore through them. That horror soon gave way to disgust and outrage as a different sort of rumble grew. Yang shook the blur from her eyes as her senses relaxed to normal. She wished they hadn't.

Lying sprawled upon his back was Cyan, face pale and sweating as he gasped for breath, a large, red spot steadily growing upon the center of his chest. A shower of blood suddenly burst from his mouth with a choking gasp. The gravity of what had transpired sent a chill throughout her veins. Her legs felt weak as the nausea returned to her tenfold.

"Cyan!" came Raine's terrified voice as he and Arianna rushed up onto the stage.

They pushed past Yang as they joined their shell shocked teammate on the arena floor. A pool of blood was steadily growing underneath him.

"Come on big guy, don't you do this to me!" Raine said with panic as he pumped aura into his fading teammate in a desperate bid to save his life.

It helped to a degree, but the buckshot of Yang's gauntlets had done far more than just surface damage. Bullet fragments had ripped into the warrior's lung, shredding the fragile flesh like paper, the steel shards still embedded throughout his chest. A tormented gurgle was all the warrior could manage.

"Medic!" the Caelesti screamed in anguish, his hands pressing desperately to try and stop the bleeding.

Arianna was too shocked to say much as anything as she knelt at his side, her body trembling with silent sobs. She barely noticed when a paramedic gently nudged her aside, his partner taking his place opposite of Cyan's shaking form as they moved quickly, relieving Raine of applying pressure so that they could properly seal the wound. Thick gauze was quickly applied and secured to the sucking chest wound that was a punctured lung, and with practiced discipline, they hefted the much larger man onto a stretcher and carried him away. Arianna, in a moment of clarity, awoke from her stupor and silently rushed after them. Raine didn't follow.

Yang felt her world shatter as those silver orbs bore into her, filled with disbelief and rage. He said nothing, his face conveying all he would've otherwise bothered to say. She should have said something, anything to try and defend herself, but for some reason the words lodged themselves in her throat. They held this gaze for a scant few agonizing seconds, until he too silently turned away and rushed off to join his fragmented team.

"Raine!" Yang managed to choke out as tears welled up in her eyes, her feet struggling to follow after him. "I-"

"Yang Xiao Long, stand down!" came an authoritative voice.

She was surrounded by a contingent of Atlas soldiers and mechs, their rifles trained upon her stupefied form.

"W-why?! He attacked me!" she started, a seemingly justifiable fire welling up within her.

"I said stand down!" the soldier ordered once more, louder this time amongst the jeers and animosity radiating from the audience.

Yang couldn't believe what she was hearing. Didn't they see the same thing? As much as it pained her to say it about someone who had grown so close to her, she still acted in self defense. So why were they treating her like an enemy? Her eyes lifted to the mega-screens that aired a playback of the event. To her mounting horror, the recording showed a far different story.

In it, Cyan was seen approaching from behind her, a hand gingerly holding what was likely a bruised side, but a smile was ever present on his face. He held out that same hand in a gesture of respect, waiting for his worthy opponent to turn and grasp it like warriors would. Instead, she had turned on him. She had jumped back, much like she remembered, and fired a round into his chest, a chest that sadly wasn't protected by aura, the second skin having shattered in that final blow. To her, she had defended herself against a rampaging monster, but to the world, she had shot a fellow Huntsman in cold blood.

Yang's own blood ran cold as reality sank in, the dragon desperately seeking out her team. She found them, all of them, shocked and frightened of what she had just done. A lance of pain shot through her own chest, until her body went numb. She barely noticed when a pair of soldiers forcibly escorted her away.

* * *

Cinder smiled devilishly as she watched a news feed on her scroll, the Pyromancer lounging at ease on the bed in a small hotel room she had tucked away for a quick escape. She dodged a bullet by barely escaping the prying eyes of Professor Goodwitch and Qrow Branwen when they came to the dorms to collect her. While she was confident she could handle one, both at the same time was too big of a risk. Despite numerous setbacks to the original plan, the fallout was once again proving to be far more promising.

Raine's performance was far more genuine than anything Mercury would've been able to orchestrate, and Emerald's timely influence on the buxom brawler sent exactly the type of message she wanted. The girl acted flawlessly, easily surpassing her expectations. The media was quick to eat this up, reporters around the globe all rushing to get accounts and opinions from various bystanders about the horrific event that just transpired at the Colosseum. Even from here, within the confines of the city walls, she could feel the restless rumblings of Grimm being drawn to the spike of negativity in Vale. Very soon now, her moment would come.

A lazy swipe of her finger shut off the feed, and she leisurely rose from her bed, slipping the contraption back into a pocket in her dress. Very soon now, she would have her own performance to give, and it would be in her utmost interests to prepare for the part. Adam would have this city, but what she sought was far more valuable than a broken kingdom. It was time for her to return to Beacon, and finally claim what was rightfully hers.

* * *

"I'm sorry, but you've left us with no other choice," explained a grim Ironwood as he paced between the girls in their dorm, the four in question all seated on the bottom bunks.

"But he attacked me!" Yang once again maintained with her defense. "I don't know why, but I know what I saw!"

"Millions of viewers and video footage say otherwise," Ironwood calmly answered.

"But Yang would never do that!" Weiss added.

"Yeah! My sister isn't a murderer!" insisted Ruby.

"And thankfully, she won't be," Ironwood continued, granting the girls some respite in that respect at least. "Because of Raine Zaffre's timely intervention of aura transfer, Cyan Gideon is expected to make a full recovery once the surgery is complete. After all, there is still the matter of removing the fragments from the wound. Following that, however, he should just need bed rest barring any further complications."

He paused a moment, mindful of how conflicted and distraught the girls were, allowing them some time to come to terms with their friend's survival before continuing.

"You're all good students. The staff here at Beacon is unanimous in their opinion that you would never lash out the way you did... under normal circumstances."

"Normal circumstances...?" Ruby asked uneasily.

"What I believe, and _hope_ this to be, is nothing more than a product of stress and adrenaline," Ironwood explained. "When you're out on the battlefield, your judgment can become clouded in an instant, making you see things that simply aren't there... even after the fight has passed. I have stressed this to the Vale Council, and thankfully, in contrast to my own kingdom, they are much more mindful of the daily stressors their Hunters are subjected to. You won't be charged."

"But I wasn't-" Yang tried to say again, but Ironwood stopped her.

"That's enough!" he commanded, cutting her off. "The sad truth is... whether this is an accident or an assault, it doesn't matter. The world saw you attack an innocent student. They've already drawn their own conclusions, and it's my job to inform you... that you are disqualified."

The four girls remained silent as the General took his leave, the door clicking shut behind him.

"You guys believe me... right?" Yang asked with worry.

"Duh!" Ruby said immediately. "I mean... you're not that kind of person! And Cyan's going to get better, ok?"

"You're hot headed, but not ruthless," added Weiss.

Their words gave her some encouragement, but it ultimately still wasn't enough.

"Blake?"

Blake winced at the sound of her name being called. She brought her knee closer to her chest, refusing to make eye contact.

"I... I want to believe you..." Blake answered uncertainly, drawing looks of shock from her teammates.

"Blake...?" Yang said once again, her voice trembling as tears welled up in her eyes.

"What?!" challenged an indignant Weiss. "How could you say something like that? Yang would never lie to us!"

Blake let out a shuddering sigh and let her leg fall free, her heeled boot stepping softly on the floor.

"It's... it's because this is all... frighteningly familiar," Blake started to explain. "I... this reminded me of someone who was once very dear to me before she changed."

The mention of someone close to Blake forced her friends to pause.

"She didn't turn in an instant... it was gradual. She started making little choices that began to pile up, choices that made me uneasy. She told me not to worry. At first, they were accidents, then it was self defense. In time, even I started to believe her, like hundreds of others freely did. But... I know you are not her. I know that you would never cause someone pain because you wanted to."

Blake clenched her hands in her lap as she finally brought her face up to meet her partner's.

"I want to believe you. I _will_ believe you, but first I want you to look me in the eyes and _tell_ me that he attacked you."

Yang wiped the tears from her face and her expression was set.

"He attacked me," she answered with absolute certainty, the pain clear in her voice.

Blake took in a deep breath of relief and then smiled a small, genuine smile.

"Ok then. That's all I needed to hear."

Yang returned the smile, but soon hung her head once more.

"Raine probably hates me..." she mumbled.

"He wouldn't do that," Ruby was quick, perhaps too quick, to rebut. "He's not the hating kind. I'm sure he'll be upset but he won't hate you."

"You didn't see his eyes, Rubes," Yang replied harshly. "The way he looked at me, he... he looked so... angry. He looked betrayed, and he's right to feel that way!"

Blake let out a sigh as she turned towards her leader.

"Yang is right to be worried. We all should be. Yes we've all grown closer together after being a team for so long but... Ari and Cyan were there first. For all we know, those three grew up together, and when he left to join Beacon, they followed after him."

Ruby shook her head in denial.

"No. He'll forgive you, Yang. He has to, because we're a team too. He won't forget us."

"That's an awful lot of faith and confidence you have in him," Weiss remarked with a frown. "You do realize that his whole reason for coming here was to keep from putting his old team in danger, right?"

"I know that," Ruby admitted. "But I love him, and I know him."

Team RWBY sat together in silence, unwilling to give any further voice to their internal misgivings. This was not how they expected their part in the tournament to end. As if to further their anxiety, tensed footsteps could be heard approaching from down the hall. The girls all sucked in a nervous breath as the door swung open, revealing their fifth and final teammate.

Raine didn't spare them a glance as he strode inside, his feet taking him directly to the window. He swung the glass forward, allowing the cool, autumn breeze to drift inside the dorm. His hands gripped the sill, his body sucking in deep, measured breaths as he tried to calm himself. It took every ounce of willpower he had to keep from losing himself right there in front of his second family.

"What happened out there?" he asked hoarsely, his gaze still locked on the courtyard outside.

"Raine... I-" Yang tried to supply, but failed.

He turned to face her, jaw set and eyes burning.

"What... happened?" he asked once more with force. "What did you see that made you act like that?"

"I don't know!" Yang burst out on reflex, the day's events having taken a heavy toll on her.

"Yang..." Raine continued, his voice holding a slight tremor. "Right now, my oldest friend and teammate is lying on an operating table with a _fucking_ hole in his chest! I need a bit more to go off of than that!"

"Hey!" rounded Weiss as she rose to Yang's defense. "Give her some space! You think she meant to do that on purpose?!"

"Of course I don't," Raine hissed back before turning his attention back to the distressed blonde. "But if I'm going to have any hope of finding the one who _is_ responsible, I need to know everything that happened in that arena."

He closed his eyes and took one more, shuddering, calming breath.

"Yang..." he continued in an easier tone. "I need to know not just what you saw, but what you heard, what you felt. That's the only way we can sort out this mess."

Yang wiped her tears and thought back hard. Nothing in particular jumped out at her, so she opted to share everything just like he asked.

"I felt... tired," she began. "Even more than when I workout, more than those few times my dad would drive me into the dirt when he would train me. It felt nauseating. I thought I was just going to black out, but it still didn't feel right. My head spun, my eyes itched, and it was like I had tunnel vision when I saw Cyan jump out of that crater in his lion form."

Raine paused.

"You said your eyes itched?" he asked for clarification, to which she nodded.

He leaned against the window sill, arms crossed as he mulled over his own match.

"You said that like it has some sort of significance," remarked Blake. "Was that supposed to be a hint?"

Raine nodded.

"My opponent in the doubles round, Emerald Sustrai. I have a reasonable suspicion that her Semblance is sensory manipulation."

"Sensory what?" asked a confused Ruby.

"It means she can make people hallucinate," explained Weiss as she caught on to his train of thought. "Wait, you don't think _she's_ the reason Yang saw those things, do you?"

"I haven't a shadow of doubt in my mind," Raine answered with finality.

"That doesn't make sense," Yang said with disbelief. "Em and I are cool. Why would she do that to me?"

"To me it makes perfect sense," Raine countered. "When you guys introduced me to her and Mercury at the festival, she felt off; fake. I didn't trust her from the start. In our fight, when she dragged me into that forest, I started seeing things that weren't there, such as her being in two places at once, and being joined by Cyan right before he punched Mercury through a building on the other side of the battlefield. My eyes itched the entire time."

He clenched his fists.

"There's more," he continued. "When Arianna and Cyan first came here, she had one of her visions. It was of a White Fang defector named Tukson being murdered in his book store. The went searching for him, and when he was found, Emerald and Mercury showed up minutes later. They were the ones hired to kill Tukson. She set you up, Yang."

Yang couldn't believe what she was hearing. She buried her face into her hands as her shoulders shook with sobs once more. Ruby wrapped her in a tight hug, trying her best to comfort her older sister who was the very last person she expected to brought down so low. Yang was a wellspring of joy and energy. To see someone so strong and carefree be reduced to tears scared her.

"What are you going to do now?" Ruby asked her boyfriend meekly.

"I'm going to find her," Raine declared. "I'm going to find her and make her pay. She made this personal."

"Slow down Mr. Righteous," Weiss interjected. "Even if you're right, and Emerald _is_ the one responsible, we have no proof. How are you even supposed to find her anyway?"

"I'll go back to the Colosseum. I have a feeling this isn't going to stop with Yang. If she does this again, the outrage is going to bring the Grimm swarming at our doors."

"You're telling us she's orchestrating some grand scheme to get Vale attacked?" Blake asked incredulously. "I find that one hard to believe."

"You don't have to believe it. What's the very first lesson we were taught about Grimm?" Raine challenged.

That question forced Blake to pause and hold her tongue.

"They're attracted to negativity," she answered, when realization dawned upon her. "... and there's plenty of that floating around in Vale right now."

"Exactly, so while I don't think Emerald is the mastermind, someone is, and they know exactly what they're doing. Things are only going to get worse if we don't stop it here and now."

Raine made to leave, but was stopped by Ruby jumping up and grasping his hand.

"Wait," she told him.

"Ruby, there's no time to-"

"I said wait!" she repeated as her eyes bore into his.

He stayed silent.

"I can feel it," she started. "I can feel them, all of them, all those Grimm... waiting down in the forest. I don't like it anymore than you do, but if you're going to go run off and try and do this by yourself, you can forget it. We're a team, and we'll do this as a team. Got it?"

Her leadership side was showing through again, her conviction reminding him of his friends here in Vale. One by one, Blake, Weiss, and Yang stood to join them, their faces set and determined. Even Yang had seemed to shake out of her funk, her focus now sharper than ever. Five teenagers, barely finished with their first year of schooling, were taking it upon themselves to stop a conspiracy to destroy a kingdom. The thought was almost laughable had they not been standing there preparing to see it through. The pain of watching his best friend almost die a second time lessened in Raine's heart, but it was hardly forgotten.

"Alright then, but we'll have to be discreet," he relented. "Weiss, do you still have those radios we used in Mountain Glenn?"

She nodded.

"Winter never asked for them back so... technically they're ours now."

"Wait, did the Ice Princess herself just steal from a Huntress? And her sister of all people?" Yang remarked with a mocking gasp. "What would your father think?"

"I didn't _steal_ anything," Weiss shot back. "If she asks about them, I will gladly return them."

With a huff, she turned her back towards them and proceeded to rummage around in the closet. She grumbled to herself about troublesome blondes as she shoved aside clothes and equipment, taking care not to disturb her collection of Dust crystals. Unfortunately, her searching was turning out to be pointless as she couldn't find the case they were stored in.

"Hey, check around the room," she called out to her friends. "The radios aren't in here."

"Are you sure you don't Schnee them in there?"

"Yang!" chorused the group as they got to work searching.

" _At least she seems to be back to her old self,"_ thought Ruby as she decided to check under her boyfriend's bed.

Dropping to her knees, she leaned down and did a quick scan; a couple cans of ammunition were shoved to the side against the wall, as were some maintenance tools for their weapons, but what caught her eyes was a black, leather bound case with silver buckles. Those must've been the missing radios. She reached forward with a smile, except it was further back than she thought. Grunting with effort, she shimmied herself underneath the bed, the dust bunnies tickling at her nose as her fingers curled around the handle. She pulled, only to find the case lodged against the frame of the bed.

"Uh, guys? I think I found them but they're stuck under here," she called out.

"Seriously Rubes?" she heard Raine ask. "Why would they be under my bed in the first place?"

"I dunno, just help me. Grab my legs and pull me out. I got the case."

Raine sighed as he bent down to grasp his girlfriend by the ankles. With a gentle but firm tug, he pulled but they remained stuck underneath the bed. Taking a deep breath, he pulled harder, his feet sliding on the floor but the case, and subsequently Ruby, didn't budge.

"Jeez, is that thing nailed to the ground or something?" he grunted as he struggled harder.

"Just a bit more! I can feel it moving!" called Ruby as she wiggled the case on her end.

Just when they thought they were making good progress, the frame of the bed snapped. Without a counter force to keep them in check, Raine suddenly tumbled backwards as he dragged Ruby along the floor. She slid out in a sneezing fit, the dust clouding around her as Blake, Yang, and Weiss fell into giggles. Wiping at her nose, she waved the dust out of the way and looked up at her prize, only to find the lid ripped off.

"Oops," she said chuckling sheepishly sat up.

"One of these days Ruby..." groaned Raine as he rubbed the back of his head which bounced off the wall behind him. "One of these days you're going to..."

The words died out of his mouth. That wasn't the case for the radios, but something much different. Silently, he stepped forward and picked up a piece of paper that had fallen out of the broken half of the case. It was old, wrinkled, and discolored from age. His heart began to beat faster when he grasped the parchment in his fingers; a letter. His movements were sluggish and deliberate, but he nevertheless turned the paper over and read the first line. He swallowed the lump in his throat as he turned to face his team.

"It's a letter... from my old man."

* * *

 **A/N: And that concludes chapter 41. Yes, I made this one more violent than as it was seen in Canon. Consider it a logical move made by our villains to knock out one of the stronger adversaries they would need to face in the invasion. I had to be careful when constructing that scene. I didn't want them going too balls-to-the-wall with their skills but at the same time, I wanted to show what kind of progress Yang has been making in her own training.**

 **The idea of Tai then came to me and I wondered how he taught Yang before she discovered her Semblance. As far as we know, he fights purely with his fists. There isn't any indication thus far about what kind of weapons he uses, if any at that, even in the team photo for STRQ, where he is seen completely unarmed. Granted, it could've been a casual setting as opposed to preparing to go out on a mission, but if the man is seriously strong enough to kill Grimm like Ursai with his bare hands (pun intended) then it would explain how he was able to woo a woman like Raven who values strength above all else. Brownie points by the way if anyone can guess where I got the inspiration for the opening fighting stance Yang used.**

 **Anyway, I hope this chapter was worth the wait. I'm back in the action, so the updates should be more or less regular again. As always, thank you all for your continued support. Peace!**


	42. Echoes From the Past

**A/N: So for those of you who haven't heard yet, the Volume 5 trailer was released to the masses today, and I for one am hyped. Go show Rooster Teeth some love by checking it out over on RT and Youtube. Also hearing rumors that Yang's trailer will be released this weekend at the latest, followed by the premier next week. In the mean time, here's another chapter to tide you guys over. Enjoy!**

 **Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

 _Son,_

 _I hope this letter finds you well. You probably have many questions that you want to ask me, but I wonder how many of them I would actually be able to answer. With any luck, you'll have made it to Beacon. Ozpin is a good man, and the staff will treat you well. Please don't think ill of me for leaving you with Urdin, but it was the only way to keep you safe. Your mother and I have many enemies, and the child of a Maiden and a Caelesti would be a great prize they would wish to possess. By now, you probably realize your importance in the coming years, but if not, I will try to leave with you as much guidance as I can with such limited time._

 _The Grimm are growing more powerful every year. I've spent my entire life searching for answers, for some... explanation to why. So far, I've failed aside from a few clues scattered about between the Kingdoms. My hope is that you will pick up where I have left off, but I'll understand if you decide to choose your own path. Your mother and I only want what's best for you, despite all of the evil in the world. Inside this case you will find two artifacts of great importance to the Caelesti Order. The first is a medium, designed to better focus your aura into more concentrated attacks. All Caelesti either inherit or forge their own mediums when they come of age, but for now, I leave you with my own. I hope it will serve you well. The second is a codex... more valuable to our Order as a whole rather than towards the individual, but with our people all but extinct, it falls to us to carry on their legacy, and thus preserve the knowledge held within. Normally I would carry this codex until my dying breath, but I have seen enough to last a lifetime, and where I'm going, it would be safer if it was left behind with you. Trust no one with this codex, for the information within could overturn the kingdoms, but it can also unite our wayward blades._

 _There is only one more place I have yet to search; the lost wilds of Sanctus, the birth place of our people. I expect to find only ruins, but the shadows of the past could very well be hiding ancient dangers that would rival the oldest and most terrifying of Grimm, our greatest enemy. I don't expect to return, but I can't ignore the calling in my blood either. Please don't try to find me. Live your life. Become a strong and just Caelesti. Stand firm against the coming darkness, don't fall to it like so many others. Treasure your allies, forgive your enemies, restore our people, but above all else, do not despair. Quoniam non est in morte qui nos immortalitatis. Per hoc autem facti omnes res aptus consiliique virtutem et gloriam supergreditur omnia. Per spatium infinitum atque solutum a morte, et dimittere tuum anima mea, et in humero meo custodiat te._

 _You father,_

 _Strohm_

Raine let his eyes close and his head drop, those final words dying on his tongue. He lightly clenched onto the parchment between his fingers as he stepped backwards and sat heavily in a chair behind him. The girls remained silent, waiting warily for his reaction.

"He knew..." he murmured. "He knew I would come to Beacon from the start..."

"That language that he used at the end..." ventured Blake. "I feel like I've heard it before, but I can't remember where."

Raine nodded.

"I'm surprised I was able to understand that much. It was one of those languages my old master had me study when I was younger."

"What does it mean?" asked Ruby.

"To not fear death," he answered. "The end of this life is simply the beginning of another."

"Cryptic old coot, isn't he," commented Yang as she crossed her arms.

"Clearly," Raine agreed.

He stood from his seat, striding over to Ruby and helping her up from the floor. She brought with her the other half of the case, its contents exposed for all to see. Inside was a black, leather, finger-less glove, forearm in length with intricate cords of silver wrapping around its form. On the back of its hand was a small, multi-faceted diamond that glinted in the afternoon sun. It appeared to fit specifically over his left hand. Next to it was a sphere, small enough to fit into the palm of his hand. Its sapphire surface glimmered with an inner light.

Raine reverently picked up the glove, inspecting the article in his hands with a curious eye. He wondered how such a simple, though ornate garment would help him in controlling his aura, but the faint traces of power he could feel within its seams alleviated such doubts. He turned it over to inspect the palm. Inside, he could trace the faint outline of a rune; a diamond, but at the top point the lines would cross and extend, then angle back downwards as if they were wings.

He set the glove back down in the case and removed the one already dressing his hand. The cool air met his skin as the garment was pulled free. He then took his father's medium and slid it into place. The velvet smooth fabric within slipped over his hand effortlessly; a perfect fit. He could feel his aura resonate in response, sending the barest of shivers across his skin. A pull then started, steady and insignificant, reminiscent of the sensation he experienced whenever he would store his energy within his medallion. He curled his fingers into a fist, the leather squeaking ever so slightly. Curious of its capabilities, he upturned his hand and opened his palm once more, then began to actively channel his aura into the rune.

The girls watched in rapt attention as the rune roared to life. Mere inches above the center of his palm formed a modestly sized ball of aura, silver in color, no larger than an apple. It pulsed and hummed with a high-pitched tone, radiating a comforting heat throughout the room.

"Whoa..." was Yang's succinct response.

"I've heard of acute aura manipulation before... but this is ridiculous," added Weiss.

"I kinda wanna touch it..." hummed Ruby as she lifted a finger.

"I wouldn't do that," warned Blake. "Raine's father probably used this glove as a weapon, so I'd hazard a guess and say that he's holding something like a fireball in his hand."

"Blake's right," agreed Raine as he cut off the connection, the energy flickering away. "I'd rather not test it in our dorm."

"Yeah, for all we know it could be a real _blast_ from the past!" Yang cut in with a massive grin on her face. "Eh? Eh?"

Her friends gave her a flat stare down.

"Please move out..." groaned Weiss.

"Cyan woulda liked it..." the blonde grumbled in response.

The room fell silent at the mention of the wounded lion. Yang in particular cast a wary, worried glance at Raine, to which he responded with a sigh.

"For the record, I don't blame you Yang. At the end of the day, it wasn't your fault," he assured her.

She gave a weakened smile.

"Thanks, Blue."

He gave her a small smile in return, then turned his attention to the sphere, this codex that supposedly held everything about not only his lineage but Ruby's as well. He couldn't fathom what kind of knowledge was stored on such an insignificant piece, or how it was done in the first place. It certainly wasn't like any scroll he had seen. If he wasn't told otherwise, he would dismiss it as merely a large marble. The thought both intrigued and irritated him. Could something so small really be the undoing of civilization? Why did his father thrust its safekeeping onto his son? Strohm was right in his letter; there were plenty of questions Raine wanted to ask him. Now it seemed the only way he was going to get any answers was if he hunted the old man down himself.

With a grimace, he pocketed the codex. He would take it for now, but only until he caught up to his old man. Then they would have a long talk.

"Are you ok?" asked Ruby with concern.

"Yeah..." Raine answered. "Just... a lot to take in. Come on. Let's find those radios."

It was at that moment that a knock came from the door, startling the gang out the moment. Ruby was the one to move first, quickly crossing the room to see their visitor. The door swung open to reveal Team JNPR.

"How's our dragon doing?" asked a concerned Jaune.

"I'm managing..." Yang answered as melancholy creeped back into her. "It's all one big mess, and I don't know how to fix it."

"If there's anything we can do to help, don't hesitate to ask," offered Ren.

"Is Simba going to be ok?" asked Nora.

"Yeah, Cyan is expected to make a full recovery," Raine answered. "Arianna decided to stay in the Hospital Wing and wait for him to wake up. He's tough, so I know he'll pull through. How are things on the outside? Is the tournament still going through?"

"General Ironwood is resuming the match-ups later tonight after repairs have been made to the arena," explained Pyrrha.

"Good. That should keep people distracted at least. Pyrrha, be careful during your match."

The warning brought a look of surprise to the gladiator.

"What do you mean?" she asked curiously.

Raine went on to explain his deductions about Emerald and the incident as Team JNPR made themselves comfortable. Pyrrha listened with rapt attention, hardened by the idea that another student would turn on them like this. It went beyond simply winning a tournament between kingdoms. They had nearly gotten one student killed by the hands of another, and Yang had been the unfortunate pawn chosen for their sick, little game.

"I'm gonna break her legs," growled Nora.

"We can't be rash about this," reasoned Ren. "Infighting between students of rival academies is going to reflect poorly. It'll get us disqualified from the tournament."

"I won't hurt her too much," Nora whined back. "Just a little love tap. Magnihild has been itching to crack _something_."

"No Nora. You'll just have to wait," Jaune said stepping in. "We'll help however we can, but Raine, have you told anyone else about this? Like a teacher?"

The Caelesti shook his head.

"It won't go anywhere. We don't have any proof, and an accusation like this would need plenty of that. Which is why we have no choice but to handle it ourselves. Just be careful and keep your eyes and ears open. This is going to get worse."

"Found them!" came Blake's voice from the back.

From underneath her bed came the case in question, gray in color with silver clasps. She set them on her bed, her fingers releasing the clasps and revealing the contents. There were seven of the ear mounted radios in total.

"I think we're short a couple," Blake announced as her friends joined her.

"This can still work though," remarked Weiss. "Pyrrha will be fighting in the tournament, so she won't be able to take one. It'll look like she was cheating."

"But that still leaves one of us without a radio," said Ruby.

"Actually guys... I think I'll just stay in and rest," interjected Yang as she rubbed her arm uneasily. "After a day like today, well... I just want some time to myself."

Blake gave her partner a warm hug, one that was eagerly returned.

"We'll get out of your hair," Blake told her with an understanding smile.

Yang watched as one by one, her friends filed out of the room. Raine was the last to leave, giving her a reassuring squeeze on her shoulder before shutting the door behind him. Now left alone to her thoughts, the exhaustion hit her with as much grace as a semi truck. She collapsed on Blake's bed, unable to find the strength to climb up into her own. Resigning herself to her fate, she lied backwards and threw an arm underneath her head, staring blankly at the bunk sitting above her. Her friends would have to go be heroes without her it seemed.

All the same, what was a massive weight seemed to have lifted off of her shoulders. Raine was obviously hurting over his teammate's injury, but he seemed to have forgiven her fairly quickly. She would have to work hard to make it up to all of them once Cyan got out of the hospital, but she figured that was a bridge she would cross when the time came. She was only half-true when claiming her reason for staying was to rest. She really didn't want to show her face out in public just yet. Cyan was a Faunus, that much was clear, and the fact she, a human, had just assaulted him in front of millions was certain to draw some unwanted attention.

"Hey there, Firecracker."

The gravelly voice of her uncle startled her out of her thoughts. She sat up to find him leaning against the wall next to the door. She must've really been losing it if she didn't notice him coming in.

"Hey Uncle Qrow..." she answered dejectedly, refusing to meet his eyes.

"So... why'd you do it?"

She snorted in response.

"Hell if I know," she answered. "I just know what I saw out there. You should already know why I did it."

"All I _know_ is that you shot a kid in the chest, so you're either lying or crazy."

"I'm not lying."

Qrow nodded his head and closed his eyes.

"Crazy it is then. Got it."

He pushed off of the wall and shoved his hands into his pockets as he started to pace the room, waiting patiently for his niece to continue.

"Apparently I am. Raine told me that someone was using their Semblance to mess with my head."

"Yeah? Did he mention who?" Qrow asked skeptically.

"Emerald from Team CMNE. He said he was seeing things when he was fighting her during his doubles match. It seemed to match up, so..."

She paused, wondering if she should tell him what her friends were planning.

"If they went looking for her, they're wasting their time," Qrow stated. "Emerald and her team seemed to jump ship after they lost yesterday."

Yang took a moment to process what he just said, then clenched her fists in anger.

"That... doesn't make any sense. She'd still have to be here if she screwed me over!"

"Assuming she's the reason why you lost your mind out there," Qrow retorted. "That's a pretty big claim to make, no matter how strange of a Semblance someone might have."

"So you really don't believe me, do you?" the brawler spat with venom, to which Qrow merely shrugged.

"Whether or not I believe you doesn't matter, because that's not what I came here to talk about."

"Then why _are_ you here?" she demanded.

Qrow sighed as he leaned forward against the window sill with his hands, silence settling between the two. He could feel her glare on his back, but he couldn't blame her for feeling such things. He didn't want to have to have this talk now of all times, but in the end, she still deserved to know. After all, she'd soon be an adult making adult decisions. So he did what he always did best; he rolled with it.

"Your mother contacted me today," he announced. "She wanted me to give you a message."

Yang stiffened at the mention of Raven. This was the absolute last thing she expected to hear coming out of her uncle's mouth. Some snarky, half-assed response that she had sitting on the end of her tongue suddenly felt too heavy to speak. Sensing her hesitation, Qrow continued.

"She's noticed how strong you've grown, and how much stronger you have yet to become. You could almost say that this is her odd way of reaching out to you."

Yang snorted derisively at the suggestion.

"She picks now of all times to try and talk to me just because I learned how to throw a punch?" she said icily. "It's been... what, almost 18 years since she even looked at me? Give or take a few months? And why doesn't she just show up herself, instead of using you like a human voicemail?"

Qrow smirked in understanding.

"Raven is far from the most approachable of people, and I hardly see her very often, but we do keep in touch from time to time... at least whenever it suits her."

"Wait..." Yang cut in with disbelief. "You mean to tell me that she still _talks_ to you? This whole time? Why didn't you tell me about this sooner?"

"I've been trying to wait for the right time, and this sure as hell ain't it," Qrow explained with a shake of his head. "But I still feel like you have a right to know, and at least now I can trust you to _think_ first on a decision of what to do about it. If I told you sooner, you'd vanish as quickly as she did."

Yang winced at the light jab. He did have a point. Had he told her when term started, or even before they went to Mistral, she probably would have dropped out of Beacon at a moment's notice. She would never hear the end of it from her dad if that were the case.

"Anyway," he continued. "She said that she watched you fight, and is disappointed that you let your guard down so easily, especially to the point of losing your cool like that. She went on to say that if you ever wanted to discover true strength, that you would seek her out in Anima when the tournament is over."

Yang gave her uncle a level glare.

"Is that her way of saying "I'm sorry I abandoned you when you were a baby"? Am I suddenly worth her time now?"

"I'll admit that Raven has a bit of twisted way of looking at the world, a way that I don't particularly agree with, but I can't fault her for it given the way were raised. Even though I was able to turn away from it, she couldn't no matter what she did to try, and as heartless as she can be sometimes, she did recognize that wasn't the type of life she wanted you growing up in. Tai always wondered which parent you took after more, him or her, and I'm glad to say you turned out more like him."

Yang puzzled over Qrow's words. When he explained the situation from that angle, it painted a far different picture than what she usually imagined when it came to her mother. Still, this new information gave rise to as many questions as it answered, and Qrow's sudden acceptance of talking about Raven so openly made Yang all the more eager to learn more. She gave voice to this desire appropriately.

"I want to know everything."

Qrow chuckled at his elder niece's eagerness. He pulled out his flask from within a pocket and took a swig, then sat down on Weiss' bed. A small smirk grew on his face as he stowed the bottle away.

"Alright then, Firecracker. Make yourself comfortable."

* * *

Trepidation pulsed throughout Raine's body as he and Ruby rode an airbus back to the Colosseum. His leg bounced with jitters, his hand now clad with his father's glove fiddling with the Codex sitting in his pocket. They rode in silence, with only Ruby's comforting hand in his being his only real lifeline.

"I've got a bad feeling about this," he said quietly so that only she could hear.

"It's going to be ok," she told him soothingly. "We're going to figure this out."

"I hope you're right."

"You're not alone in this," she reminded him. "It's more than just me. Remember that you still have Cyan and Ari, and Weiss, Blake, Yang, and now Jaune, Pyrrha, Ren and Nora. We're all in this together."

"I know... it's just..."

She shushed him by placing a gentle finger on his lips.

"Raine... stop talking."

Before he could say another word, she settled her lips onto his, sealing them with a heartfelt kiss. His eyes widened at the surprising act, but quickly settled as he let her steal his worries away. They slid closed as he lifted a hand to cup her cheek. She cooed at the sensation of his thumb gliding aimlessly across her soft skin.

"I love you," she whispered to him as she broke the kiss. "No matter what happens, I will _always_ love you."

"I know..."

A light lurch from the airbus signaled the end of their flight, the supporting arms of the dock securing themselves to its hull. With a hug and a squeeze of their hands, Ruby led Raine off of the vessel along with the small crowd of passengers that came with them. A few of them tried to strike up a conversation with the leader of Team ARC over his feelings of his teammate's incapacitation, but he pointedly ignored them, lightly pushing his way through the crowd with Ruby in silent tow. They couldn't afford to get distracted now.

Their plan was fairly simple. Weiss and Blake would stay at Beacon and near the fairgrounds, while she and Raine returned to the Colosseum with Team JNPR to watch Pyrrha's match. It seemed less likely for anything to take place at the Academy, but the Monochrome pair quickly agreed they would be the best to support Yang should the situation turn south, be it irate fair goers trying to pick a fight with her or otherwise. Each of them sans Pyrrha were equipped with one of the portable radios Weiss had stashed away, though it was heavily stressed that they not bring attention to themselves, to act as naturally as if this was just another tournament. All the same, they would keep a close eye out for Team CMNE and would notify the others if any of them were spotted. Where they went from there... well, that was more of a cross-that-bridge-if-they-got-to-it agreement. Tailing them seemed like the most unanimous option though.

Together, Ruby and Raine stepped out into the stands surrounding the arena, catching the tail end of one of the fights; a duel between a gunslinger from Atlas and a monk from Mistral. The crowds roared in appreciation, seemingly already forgetting the horrific opening to the final brackets.

"Come on, let's go find JNPR," coaxed Ruby as she pulled him lightly along.

They made their way through the shifting crowds in search of their friends. She kept a firm grip on his hand to keep from losing each other, his tension clear to her. That wasn't to say she wasn't nervous though, and everything that had happened over the past day had her on edge. Weiss' confession, Yang's accident, and Raine's loss of his oldest teammate gave the young reaper her own share of jitters. Still, the drive she had always felt when she started training as a Huntress was stronger than ever, because that small part of her still believed that heroes wouldn't just sit and let things fall apart. She was a girl on a mission, dang it!

A slight tug on her arm prompted Ruby to stop and turn to Raine in question.

"You ok?" she asked.

"I think I just saw Mercury," he told her seriously.

"What? Where?"

"Slipping into a maintenance corridor," he answered, his eyes resting on the hatch in question near the next section of stands. "I don't like this."

"Should we call the others?"

"Let me just make sure I wasn't seeing things."

He stepped into a quicker pace, weaving through the oblivious crowd as Ruby hurried after him. If Mercury was skulking around back here, that would mean his partner was probably close by. A hand gripped tightly on Tempest's pommel, anticipating a fight. They came upon a red door, plastered with a sign of a hammer and wrench crossing over each other. Casting glances over their shoulders, the pair pushed the door open and slipped inside.

What greeted them was a spacious hallway, large enough to accommodate heavy equipment and transportation of cargo. Florescent lights buzzed lightly above their heads, their boots echoing with every step. The tension in the air could be cut with a knife. An unusual amount of unease then settled into Ruby. She could feel her heart pounding in her ears, her hands clamming up with sweat as she pawed nervously at Crescent Rose hooked at the small of her back. It was that same feeling she felt in Mountain Glenn, the same pricks that set the hairs standing on end on the back of her neck in the tower during Prom, the same uncomfortable butterflies in her stomach when they delved into the old Atlas facility in Mistral. Her instincts were yelling at her to go find help, yet her feet kept pushing her forward. Maybe someday she would learn to trust those instincts, but apparently today wouldn't be that day. She stubbornly pressed forward until Raine motioned for her to stop.

Out of a side corridor highlighted by a red exit sign strode the teen in question, Mercury Black casually stepping forward to block their progress. Raine narrowed his eyes at the sight of the mercenary.

"I thought I smelled a rat," said Raine as he subconsciously stepped protectively in front of Ruby.

"Funny. I could say the same thing about you two," he steel haired assassin drawled.

"Mercury, what are you doing here?" Ruby asked him. "Why are you guys doing this?"

"Doing what?" he asked with surprise, feigning ignorance. "I'm just here for nice a stroll before I get back to watching the fights."

"Don't play dumb. Where's Emerald?" Raine immediately questioned.

"Oh don't you worry about her," he answered with a smirk. "You've got my complete and undivided attention."

Outside, they could hear the booming voice of Professor Port announcing the next match.

"It looks like our first contender is... Penny Polendina of Atlas!"

Raine stiffened at the name. Who knows what they could do if they manipulated Penny of all people. It seemed unlikely an AI's brain could be fooled like an organic's, but he didn't really want to find out. He lifted a finger to the radio in his ear, only to jump back as Mercury suddenly launched a kick and fired a round from his boot. Ruby yelped in fear as the shot barely missed her head, though Raine wasn't so lucky. His aura held firm and protected him from damage, but the earpiece was far different story. It was reduced scraps and scattered across the floor. He glared at the open hostility.

"No need to call anybody," Mercury chided him. "Four is already a party."

"Four?" Ruby repeated uneasily.

The light clicking of heels approached them from behind. Ruby and Raine turned to find the diminutive form of Neopolitan sauntering forward, her ever present smirk on her face and parasol on her shoulder. She wagged a finger at the pair in a silent lecture.

"And her opponent will be..." came Port's voice once more. "Pyrrha Nikos of Beacon!"

"No...!" whispered Ruby in horror.

"Ooooh... polarity versus metal..." Mercury remarked. "That could be bad."

Raine kept his focus on Mercury, while Ruby remained facing Neo. The two Caelesti guardedly stood back to back, Ruby wisely keeping from drawing attention to her own radio hidden by her rosy locks. Instead, she hardened herself and reached for Crescent Rose as Raine steadily drew Tempest.

"First chance you get, run," Raine commanded her under his breath. "You're faster than I am. As soon as I give you the signal, get out of here and find Emerald."

Ruby swallowed the lump in her throat and nodded, extending Crescent Rose to full size. Raine drew Tempest as the steel hummed with a steady ring. Mercury lowered into a ready stance, a cocky grin on his face. Neo smirked expectantly, one hand on a cocked hip as she gave a graceful, mocking bow. Professor Port's countdown was thunderous in their ears.

"Three... two... one... begin!"

* * *

 **A/N: Another chapter done and gone. This was another more difficult one for me to pen out, having rewritten a few scenes several times over before my muse kicked in once again. The theme here is free choice and expectations, and is what allowed certain parallels between Yang and Raine to manifest. Both have a wayward parent, both are searching for answers, and both are being pulled towards pursuing that parent, though this pull is clearly more prominent in Yang, while the expectations are far more heavy on Raine.**

 **I debated heavily whether to make the letter a flashback scene, but ultimately decided against it in order to maintain pacing in the story. With three volumes covered, the word count for this fic is almost on par with the first three Harry Potter novels combined. That's a lot of writing for just a fanfiction! Flashbacks also became a pet peeve for me in anime, chiefly Naruto and Bleach, where they were prone to force themselves into the action at unnecessary times. Considering I have two more fics planned in continuation of this one, I figured I have plenty of more time to explore those avenues later down the road. Also, I apologize for any readers who might be familiar with the Latin language. I have no idea how accurate google translate is, but wanted to use the language as a hint towards the tongue used by Ancient Caelesti.**

 **As always, drop a fave and follow if you enjoyed what you read, and post a review if you want to share your thoughts about the latest chapter. See you next time!**


	43. Innocence Lost

**A/N: So, who here is stoked about Volume 5? I definitely am. If you haven't seen it yet, get your butts over to Rooster Teeth and go watch it. It's available for all Free members as well, not just First. Or if you're a bit of a masochist, feel free to wait until the official release on Youtube. Without spoiling anything, I will say that the wait is well worth it. Now, to answer a question posted by a guest reviewer.**

 **Yes, I do have sequels planned. Nothing has been put onto paper just yet, but the headcanons are there. This AU is too much fun to just end after one story, so expect to see more in the future. In the meantime, I hope this chapter is to your liking. To all still with me, enjoy this latest installment of WWSE.**

 **Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"Sal-u-tations Pyrrha Nikos!" Penny greeted cheerfully. "It's a pleasure to finally meet you. This is going to be so much fun!"

Pyrrha smiled lightly and returned the gesture.

"I look forward to crossing blades with you, Penny Polendina."

"Three! Two! One! Begin!" announced Professor Port.

Penny moved first, flourishing her blades in an elaborate opening display. Pyrrha stood ready, Akoúo raised in a phalanx guard. She initiated the bout by rushing forward as Penny sent her swords flying towards her opponent, the gladiator weaving and bobbing beneath and between the razor sharp edges. She closed the distance and struck, Miló extended into its spear as she thrust for Penny's head. A single blade that remained behind to guard its master swung forward, parrying the thrust away as the rest of its swarm came buzzing back for its quarry. They spun like a razor sharp disc, a disc that was poised to cut Pyrrha in half. Luckily, her ears picked up on the faint tell-tale hum and gave her enough of a warning to duck low. The blades passed harmlessly over her head. Returned to their master like strung puppets, the dizzying array of steel twisted forward with the android girl.

Penny pressed into the attack as each swing of her hands was followed by a rapid barrage of cuts and strikes, her weapons array battering into Pyrrha defenses relentlessly. Pyrrha backpedaled in the defense, trying in vain to gain some distance from this storm of swords being forced against her. A quick uppercut of slashes then barreled into her, sending the champion flipping backwards and into the air. Taking advantage of her airborne target, Penny switched styles once more, launching her blades like missiles.

Righting herself in midair, Pyrrha watched and timed the steady approach of blades, and with reflexes deserving of a master acrobat, vaulted from sword to sword as they passed. She closed the distance a second time in this manner, swinging Akoúo from her arm as she went and forcing Penny to raise a guard once more. The shield was sent tumbling away with a swipe of her hand, but Pyrrha followed up with a powerful, aura enhanced slash with Miló. The attack broke through Penny's guard and knocked her backwards.

While a fight of games and glory occurred in the Arena, a much different battle was taking place in the maintenance corridors tucked beneath the stands. Ruby Rose and Raine Zaffre were pressed into from both sides by Mercury and Neo, the two parrying desperately as their opponents fought to kill. Neo had moved in faster, far faster than she displayed while toying with Yang. She had a mission of her own to complete, and the two children challenging her were getting in the way.

She didn't bother to toy with Ruby like she did with Yang, a sharp, needle like point emerged from the tip of her parasol, gleaming with the slight tint of poison. She danced with the reaper, her smaller form giving her ease of access for slipping within Ruby's guard. A rapid staccato of stabs was how she pressed into her attack, but Ruby's training and use of her Silver Eyes gave her the clarity and reflexes she needed to avoid what would surely be a deadly strike. She spun Crescent Rose in a windmill block, knocking aside the much larger parasol but not enough to gain some ground. She couldn't stay here anyway. She had to get out and find Emerald.

Raine seemed to sense what she was thinking and conjured a powerful gust of wind with his Semblance. It whipped around him as he parried another trio of kicks from Mercury, then lashed out with the force of a hurricane, blowing away the mercenary into the far wall. Subconsciously, Ruby reached out with her hand as he spun, their time spent training together kicking in as they grasped each others arms. Using her own speed, she swung him with the spin, giving him enough force to batter into Neo and knock her aside as well, clearing the way to the door.

"Go!" he roared.

Ruby didn't answer, instead calling upon her Semblance and disappearing in a flash of red light and rose petals. He sighed with relief as the door was blown back and she made her escape. All the same, he kept his guard up and split Tempest into its dual form, the Caelesti well-aware of the fact that he was faced with not one but two highly trained assassins.

"Bad move, Zaffre, sending her away to fight us all on your own," Mercury mocked as he approached the now lone Caelesti.

Neo picked herself out of the hole in the wall she had caused, casually brushing away some dirt on her clothes. This suited her just fine; one was easier to deal with than both at the same time.

"Two on one seems like perfectly fine odds to me," Raine responded quietly, his head bowed and eyes closed. "You have no idea of what it is you've been sent to kill, do you?"

He reopened his eyes, irises blazing with silver power. Wispy tendrils radiated from the corners as he tapped into the ancient power hidden deep within his blood. The pressure in the air magnified significantly, pressing into his two opponents with incredible force. Despite this, Mercury pressed forward, be it with ignorance or bravado, and launched once more with a powerful kick. It was blocked by a raised blade from Raine, who glared into the assassin mercilessly. A swipe from the other half of Tempest sent Mercury skidding back, a thin tear bursting through his clothes across his chest. Shocked eyes looked down at the damage. A single cut had carved effortlessly through his aura. One thing was clear; he would have to fight this battle seriously.

Back in the arena, Pyrrha had finally forced the android girl into a defensive posture, dashing forward to press the attack. She spun into the assault, lashing out viciously with Miló as it folded into its xiphos form. Penny was quick to counter, striking back with her own intricate web of retaliations that spun around her form. In response, Pyrrha picked up in her speed, her arm becoming a golden blur as she probed at Penny's defenses. The android responded accordingly, her processors hard at work calculating every movement, every angle, and every square inch of force all within a fraction of a second. Her own hands moved with equal speed until finally, she broke the standoff and knocked Pyrrha aside with a second wave of swords.

Now given some breathing room, Penny vaulted backwards on her hands, her blades twirling around her, and as she stood poised for her retaliation. Arms outstretched by her sides, her blades fell into formation next to her, their points directed at the scarlet gladiator crouching before her. She channeled her aura into the weapons array as emerald energy blasts erupted from their points.

The Octagon turned into a firing range as Pyrrha rolled, vaulted, and dashed between the onslaught of concentrated energy. Her form was a scarlet and golden blur that flicked in and out of sight, a blur that Penny's sensors were hard pressed to pinpoint. Her shots failed in reaching their mark as they tore scorched craters into the tiled floor, so she shifted tactics once more and sent a pair of blades forward to engage Pyrrha up close. She lashed back with Miló, parrying furiously with the phantom swordsmen bearing down upon her. A low swipe from one blade forced her to jump to safety, only to tumble backwards as a second lunged for her neck. She landed with a burst of aura, the miniature shock-wave blasting the offending blades off to the side and granting her a much needed opening.

Pyrrha wasted no time as she channeled aura into her legs and dashed forward towards her opponent. The floor splintered beneath her heel as she crossed the distance within the blink of an eye. Penny was unprepared for a blitzing maneuver and was sluggish in her response, with only a feeble block being mustered before Pyrrha crashed against her with a vicious slash. The force of the blow sent Penny skidding towards the edge of the arena in a crumpled heap.

Mercury and Neo weren't faring much better as they found themselves desperately seeking an opening in the angered Caelesti's defense. Raine calmly stood between them, twisting and spinning as he knocked aside their attacks with ease. His form was a blue and steel blur highlighted by his furious irises as the rapid staccato of clashing steel rang out in the hallway. The mercenary could feel his energy waning as yet another roundhouse was handily blocked by Tempest. Switching tactics, he flexed the artificial servos in his heel and fired off a round point blank into the younger man's face. Thinking himself victorious as his opponent's head was engulfed in hot smoke, Mercury smirked and jumped backwards to admire his kill, only to feel his blood run cold as Raine stood their stoically stone-faced, not at all phased by the blast.

"What the hell...?" Mercury breathed out uneasily as he lowered back into his guard.

Thankfully, he was spared retaliation as Neo came rushing up from behind her quarry, a pencil thin blade drawn from her parasol. She clenched her teeth as she leaped forward, her arm cocked back for a powerful thrust. It never made contact. As the final few inches were crossed, Raine turned on his heel and knocked away her needle with a swipe from the blade in his right hand. He followed through with a countering slash with his left, swinging with expert precision worthy of his master. An uncharacteristic gasp of pain and shock tore from Neo's throat as the second blade cut into her side and drew blood. She hit the ground with a roll as her blade clattered upon the floor beside her, her now free hand clutching at the stinging laceration. Brown and pink eyes raised steadily to lock with roiling silver, a shiver of fear creeping up her spine as Raine fused Tempest into a single blade once more.

Naturally, Mercury wasn't one to cower in the face of adversity, having stood his ground with his chin held high when faced with far more powerful individuals like Cinder and Adam. This boy with glowing eyes wasn't any different. Growling, he rushed forward with a second flying side kick, this time pumping aura into his muscles to amplify his own speed. His form became a steel colored flash as he reengaged his opponent, a battle cry tearing from his throat. The clash occurred within the blink of an eye.

Raine remained still until his enemy came within range, and with a casual flick of his wrist, carved through the kickboxing mercenary's leg with the glowing, aura enhanced form of Tempest. Time seemed to slow as Mercury realized what had just happened, the severed end of his right leg splitting from the rest. A sparking stump of his prosthetic was all that remained. He gasped in pain as he collapsed on his back, the shocked teenager propping himself up with his hands to check and remind himself that it wasn't a flesh and bone leg that he had just lost.

"My leg! You son of b-!"

Mercury didn't get to finish that sentence as Raine's gloved hand suddenly clamped upon his mouth, the force of the grasp knocking him heavily back onto the floor.

"Do you want to know what death tastes like?" Raine growled, his voice gaining a reverberating inflection as he drew upon his darker emotions.

Mercury began screaming and thrashing in panic as the palm of Raine's hand suddenly lit up with a charged concentration of aura. There was no way he could wiggle loose unfortunately, the strength pinning him to the floor too great to overcome. He could feel the heat from the inevitable attack burning through his own aura, the skin upon his lips and cheeks curling into an irritated blister. What bothered him most, however, were those bright silver eyes boring down into him, wreathed with malice and fury that rivaled even Cinder at her worst. He trembled as he stared into the face of a literal angel of death, sent to collect him for all of his sins.

Fortunately for the kick boxer, Raine was forced to abandon this kill shot as Neo took that opportunity to flank the unsuspecting Caelesti. He noticed too little too late when she sank the tip of her needle into his neck, the warrior roaring in pain as poison coursed through his veins. He released his grip upon Mercury's mouth and spun on his knee, then fired the aura blast towards the diminutive assassin. Neo hastily raised her parasol to shield herself as the blast slammed into her block with the force of a bomb. She felt the bones in her arm buckle and splinter under the immense force as she was blown from her feet. Her vision swam as she crashed upon the concrete floor and skid to a halt.

In a similar manner, Penny crashed to the arena floor as she took the full brunt of Pyrrha's slash. She rolled with the landing however and was quickly back on her feet. Eyes narrowing in focus, she fanned her blades behind her as if they resembled wings. She followed up with a concentrated push of aura, and with a sustained flow of energy, her swords propelled her in the same manner as a jet pack, granting her incredible speed. Pyrrha's eyes widened as the android girl bore down upon her in the most unnatural of ways, her defense buckling beneath this new onslaught of strikes.

A particularly powerful slash sent her tumbling into the air, and Penny gave chase with a vicious follow through. A second, more powerful attack sent the gladiator plummeting back down to the floor, splintering the tiles as she landed with a heavy knee. Penny landed gracefully in front of her, flipping in the air with the poise of a gymnast. A flick of her wrists sent two more blades rushing forward, each one striking from Pyrrha's hands, knocking loose both her shield and her sword. Another pair rushed forward, pinning the weapons against the floor and leaving the gladiator defenseless. Penny then stood to her full height and raised her hands, fingers splayed apart as her blades rose and formed up from behind her. They moved like a marionette manipulated by an expert puppeteer, with a very human and manic smile soon gracing Penny's face, far too foreign and unsettling for the sweet girl.

Pyrrha took a step back in awe as the blades fanned out like a cloud above Penny's head, their forms seamlessly multiplying from ten to a hundred, then to a thousand. She couldn't count to be certain, only that the stands displayed behind the android girl were completely obscured with criss-crossed steel. She couldn't block this. She couldn't dodge this. Every avenue would be riddled with blades. Pyrrha trembled in her boots as she awaited the inevitable storm, her eyes growing watery and irritated at the sight. Irritated...

Pyrrha squeezed her eyes shut as she remembered Raine's warning. She breathed deep, remembering her pre-battle meditation exercises and using them to steady her breathing, to clear her head. When she opened her eyes once more, the swarm of swords had vanished, replaced by Penny's usual armory. Raine had been right; someone was trying to manipulate the match ups. Far more calm and collected, Pyrrha was ready when Penny finally struck. Concentrating her Semblance, she raised her hand and sent a small pulse of polarity towards the incoming blades. They tumbled away as the magnetic force field slammed home, sending them tumbling away and out of Penny's control.

The android flinched as the magnetic waves passed over her, her chassis and internal components bending uncomfortably beneath the strain. She hadn't expected this type of technique from Pyrrha, despite her extensive research she had on the girl. Trying to make sense of this new attack, Penny suddenly felt her right arm get jerked backwards, the strings she used to control her swords pulling tight against her. Her eyes grew wide as one in particular wrapped itself around her waist. Time seemed to slow for both combatants as the wire constricted down upon its master, its thin form pulling and cutting with the precision of a finely sharpened razor. In that instant, the entire world stood silent as they watched Penny Polendina become carved in half.

* * *

Ruby sprinted desperately through the stands as she circled the arena, silver eyes alight as she scanned the crowds for the jadette of Team CMNE. She took wary glances at the duel, anxious and worried that she'll be too late, but she still pressed on. A hand went to her pocket to grasp her scroll and dialed her friends in JNPR. She needed help, and fast.

"Hello?" came Jaune's voice.

"Jaune!" Ruby answered him as she continued to run. "This is bad! We need to find Emerald right now!"

"Whoa, slow down Ruby!" came Jaune's startled reply. "What are you talking about? Are you sure Emerald is here?"

"Yes! Raine and I got attacked by Mercury and this weird, ice cream looking girl. They tried to kill us! Raine sent me off to look for Emerald while he stayed behind, but I can't find her anywhere!"

"Okay, don't worry," came Jaune's reply as his voice grew serious. "Which side of the arena are you on? We'll search the other end."

"North... I think? Just hurry! Mercury made it sound like Pyrrha is going to be next!"

"Okay Ruby. Don't worry, we'll find her," Jaune assured her.

"Thank you..." Ruby answered softly as she cut the line.

She skid to a stop and took a deep breath, her hands leaning on the railings lining the arena pit. Pyrrha and Penny continued to fight as normal, but she couldn't let that lull her into a false state of security. She focused her senses, breathing deep and filtering out all the sensations that caused her distraction. The world fell away, replaced by that all encompassing sight she had learned to grasp during all of her training sessions with Raine. The shapes and forms of people fell away, replaced by balls of faint, white light.

She had been shocked the first time she had experienced this level of sight, even more-so than that maiden voyage she had experienced with Raine on Beacon Cliff. He had described it to her as seeing another person's soul, their source of aura. While many of the civilians remained largely the same, their auras locked away from lack of training, her friends' were unique and identifiable. Nora's was an electric pink, literally electric pink as its form shook and crackled much like sparks. Next to her was Ren who was far calmer in contrast, a deep magenta that complimented him nicely. Leading them was Jaune, a bright and solid white, pure and unspoiled like the noble knight he strove to be. Up on stage was Pyrrha, a roiling scarlet that pulsed and shifted with the heat and rhythm of battle. Finally there was Penny, and just as Ruby had suspected, her android friend had a very real, very human aura; a vibrating copper.

Ruby mentally kicked herself for not beginning her search in this manner, the adrenaline and panic of possibly losing a friend getting the best of her. Now that she had calmed, she analyzed her surroundings with the discipline expected of a Huntress. It was difficult at first, picking through the mass of dull white that was the crowd, with only pinpricks of unique auras to choose from, but she refused to give up. She couldn't fail at this. As her eyes drifted down to the exit halls, she finally found what she was looking for; a faint glow of jade. Having found her target, Ruby took off once more, this time making full and liberal use of her Semblance. Startled spectators jumped in their seats as a red and black blur flashed past them, bewildered by the sudden flurry of rose petals left in her wake. She developed tunnel vision as she forced herself to move faster, her insides twisting uncomfortably against the force subjected upon her body. It was like the mountain all over again; she refused to give too little too late this time.

Emerald's form became more distinct as she closed the distance, the young woman clearly concentrating as she leaned forward from her hidden spot between the stands. Any moment now. Any second. She slammed into Emerald with a forceful tackle that sent the pair skidding across the floor. Ruby bounced with her landing, gasping out in pain as she crumpled against the wall. Emerald was no better, little more than a gasping heap in the middle of the hall. The illusionist shook her eyes as she searched for what had hit her. Those same eyes went wide when she realized it was Ruby lying next to her. Panicked at being found out, she vaulted back to her feet and ran off as Ruby struggled to regain her bearings.

"Get back here!" the young rose gasped out as she climbed uneasily to her feet, her head still spinning from the strain she had just gone through with that chase.

As she took her first step forward, a horrific rending sound echoed out through the arena, the normally rolling crowd suddenly falling silent. Ruby's blood ran cold as she stopped in her tracks, silver eyes lost of power and instead filled with tears. She collapsed to her knees in disbelief as she watched Penny get torn in half.

Pyrrha stood shell shocked as the bisected form of Penny Polendina collapsed upon the arena floor, the stray clattering of her swords landing next to her, with a final blade piercing a stray piece of cloth into the polished tiles. She took a few steps backwards as her stomach rolled and churned, sickened of what she had just done. Confused and terrified murmurs echoed out from the crowd, giving Pyrrha an unwelcome voice to her thoughts; savage, barbarian, murderer.

"No!" cried out Professor Port as he stood from his seat.

"Broadcast, what are you doing?!" hissed Doctor Oobleck into his headset. "Kill the feed!"

" _Something is wrong!"_ came a technician's voice. _"We lost control over the cameras; we can't shut off the broadcast!"_

"What?! How is that possible?!" Oobleck demanded.

A surge of static over the monitor then followed, the live footage of Penny torn in two on the arena floor replaced by the image of a queen chess piece, black in color set upon a background of red.

"This... is not a tragedy. This... was not an accident," came a woman's voice over the speakers. "This is what happens when you hand over your trust, your safety, your _children,_ to men who claim to be our guardians... but are... in reality... nothing more than men."

In the stands surrounded by his students, James Ironwood stood up in anger at the new voice that had hijacked the cameras and ruthlessly killed one of his best students. He was no fool, having anticipated their enemy finally making their move tonight, but not even he could have predicted the manner in which the first blow would be struck. This certainly wasn't Adam, but someone completely different; an anomoly.

"Our Academies' headmasters wield more power than most armies, and one was audacious enough to control both. They _cling_ to this power in the name of peace... and yet, what do we have here? One nation's attempt at a synthetic army ruthlessly torn apart by another's star pupil."

Pyrrha placed her hand over her mouth as she fell to her knees. So caught up in her horror, she hardly noticed Penny struggling to sit up, the girl propping herself onto her hands as she looked down to her sparking other half. Her own eyes were filled with fear and panic.

"P-Pyrrha! It's... it's not what it looks like!" Penny stammered out. "I-I can explain!"

Her words fell on deaf ears.

"What need would Atlas have of a soldier disguised as a little girl?" the voice continued. "I don't think the Grimm can tell the difference. And _what..._ I ask you... has Ozpin been teaching _his_ students? First a career crippling assault and now _this_? Huntsmen and Huntresses are supposed to carry themselves with honor and mercy, yet today I have witnessed neither."

In the medical wing at Beacon, Arianna squeezed the hand of a now conscious Cyan, the pair watching the broadcast with hardened eyes. They didn't want to believe a single word, yet they couldn't bring themselves to hit the switch.

"Perhaps Ozpin felt as though defeating Atlas in the tournament would help people forget about his _colossal_ failure to protect Vale when the Grimm invaded its streets? Or perhaps... this was his message towards the tyrannical dictator who occupied an unsuspecting kingdom with armed forces. Honestly? I haven't the slightest clue as to who is right and who is wrong. But I know that the existence of peace is fragile, and that the leaders of our kingdoms conduct their business with iron gloves."

In his office, Headmaster Ozpin gripped his hands together with a tight clench, sparing but a glance to the Atlesian gunship that hovered past his window. Their enemy had made their move, and yet he felt that having James recall the fleet was going to do more harm than good.

"As someone who hails from Mistral, I can assure you that the situation there is... equally undesirable. Our Kingdoms are at the brink of war, and yet we... the citizens... are left in the dark. Perhaps Adam and his White Fang are right? Perhaps it is time that a new age should be brought upon us, one where the few and powerful can't lord themselves over the many and broken, a shining future world that can only be built upon the ashes of its predecessor."

In a silent stupor, Ruby stumbled forward towards the arena, her eyes locked upon Penny's bisected form. Was she too late? Was this what Ozpin had warned them about? Her knuckles turned white as she squeezed the railing.

"So I ask you... when the first shots are fired... who do you think you can trust?"

* * *

In the maintenance corridor, Raine struggled to keep his vision clear as Neo's poison worked through him. It was like fire in his veins, scorching and eating away at him from the inside. He gripped Tempest with vice-tight fingers and curled forward, growling in pain and anger as he concentrated his aura within himself. With a yell, he forced himself into Breakthrough, the higher concentration of energy filling his very being to the brim. He hated this form of breaking down toxins, but this was probably the only way he was going to survive. Taking the excessive energy into himself, he forced it through his circulatory system, the silver fire tearing through and purging Neo's poison as if sterilizing a wound. It was tormenting, crude, but it worked. As he stemmed the flow, he could feel relief flooding through him, but it was for only a moment. He still had the two assassins to deal with.

Snarling, he raised his left hand, pooling even more aura into his blast than the first one that struck Neo. His targets were laid out beaten and broken in front of him, too astonished and stunned to try and escape. With a deep cut that hadn't healed yet and a fractured wrist, Neo couldn't find the strength to move, and Mercury would never make it far enough with only a single leg. They sucked in a breath and braced themselves as they prepared for the worst, neither of them expecting to survive this final attack.

"Do it..." came a whisper in the air.

Raine hesitated, not firing like he intended, and yet not releasing the power he had built up.

"Do it, little brother," the whisper came again.

He knew that voice. He couldn't see him, his gaze fixated on Mercury and Neo at his mercy, but he could _feel_ his presence, that dark, foreboding, and oppressive aura that had once shaken him to his very core. Sweat pooled upon his brow above his blazing eyes, his blood running cold as he felt Adam approach him from behind.

"It would be so easy... so simple," Adam continued as he joined Raine at his side. "You can feel it, can't you? Your Caelesti blood thirsting for vengeance... for retribution."

Adam's masked form stepped forward just far enough to enter Raine's field of vision, and he continued to goad him.

"Look at them, Raine. They are defenseless, broken. They have shamed you, mocked you, tried to kill you, and crippled your teammate. They deserve this, just as _you_ deserve this. You have grown far more powerful than they can ever hope to achieve. Their lives are yours to judge as you see fit; take them."

Raine struggled with his internal conflicts, the desire to carry out the deed raging strongly in his soul, just as Adam had told him. It _would_ be easy, it _would_ be simple to do exactly that, to let loose this incredible power without mercy or remorse. He could do anything with this power, not just exterminate Grimm or end his mother's attacker, but unite kingdoms, bring a stop to the petty conflicts being waged by the White Fang. With a wave of his hand, he could bring the most powerful individuals in the world to their knees and by his will alone, end the suffering and injustice that Adam had used to stoke the Faunus to war. His hand would be a beacon of hope for his scattered peoples to unite around, and his reach would stretch from Vacuo to Atlas, to Menagerie and back. He would be a king... a God.

As that final, damning reflection left his mind's eye, he finally stopped his internal ravings. This was not the way. Urdin, Ozpin, and his family had all taught him otherwise. He thought of his mother once more, but instead saw the sorrow she would express, the pain in her voice at losing her only son. He saw Yang, Blake, and Weiss, Jaune, Nora, Ren, and Pyrrha, disgusted and horrified over what he had become. His father... he didn't have a face to match it, but his silhouette seemed to radiate regret and disappointment as the man, brought out of hiding and seclusion, prepared to strike down his own flesh and blood, and yet failing as he fell to the boy's wrath. But what tore at him the most... was Ruby. That kind, innocent soul staring into his eyes, her own silver irises filled with heartbreak and betrayal. It would be the pull of her trigger that would finally end his life, his reign of terror, as they stood surrounded by the victorious dead... their friends.

With great willpower and a heavy heart, Raine dissipated the energy gathering in his palm, his aura scattering into the air like fireflies released from a jar. Adam remained standing there with a frown, watching as Raine let his arm drop, the power dying away from his eyes as he regained control.

"No..." the younger Caelesti breathed.

"What was that?" Adam asked with a sneer.

"I said... no!"

With that declaration, Raine swung Tempest savagely at Adam, intent on taking the man's head off. It never made it home, the fallen Caelesti catching the blade effortlessly in his hand.

"I'm disappointed in you, little brother," Adam said with a sigh. "For a moment you showed such promise... however..."

He paused for a moment and squeezed his hand, snapping Tempest in two like a twig, much to the shock of its owner. That hand casually tossed aside the useless shard. He then approached him slowly, deliberately while radiating enough power to keep the boy frozen in fear. They were close now, close enough to embrace, but Adam's intentions were far different, the man leaning down over Raine's shoulder to speak directly into his ear.

"You remain weak as always. Regardless, I will teach you the error of your ways, starting with this first lesson."

Adam's hand came up to Raine's abdomen, and in his palm formed a concentrated ball of aura of his own, purple in color and far more powerful. No medium, no tools, just pure aura manipulation. Raine sputtered in shock and pain as the blast detonated into him at point blank range. He was thrown across the hall, landing heavily against the wall and splintering the concrete blocks stacked like bricks, his head bouncing against the artificial stone. The light suddenly died from his irises, his eyes rolling back into his head as he was knocked out cold. He crumpled in a heap upon the floor.

With a sigh of disappointment, Adam stepped forward and hauled the boy onto his shoulder, the hilt of Tempest falling from his limp hand. He turned to leave, when the voice of Mercury called out to him.

"I uh... I owe you for this one, Adam," he said uncertainly, his words stopping Adam in his tracks. "You saved my life."

"Do not take this as an act of kindness, Mercury Black. A dismal fate awaits you and the rest of your pathetic race," Adam answered sourly. "Run, both of you. Cling to life in the far corners of this world, or be caught up in the fires of Revolution. I don't care which."

With that declaration, he heard Cinder start her broadcast over the intercom. It appeared that the time had finally come. With a wave of his free hand, Adam ripped open the swirling form of a portal and stepped forward. The mass swallowed up both him and his captive, and as it faded from view, left Mercury and Neo alone in the now ruined hallway. Whether it was by a blessing or a curse, they had survived this day, and yet neither of them could rationalize that survival.

* * *

Cinder Fall smiled to herself as the last words of her speech fell upon the ears of the world. Her hand then roared to life with flames and engulfed the scroll, incinerating the contraption for which she no longer had any use. No doubt it would track her again like it had when she had manipulated the match ups. That was one loose end she couldn't afford to keep around any longer. The ashes scattered around her as she stepped out of the elevator and into an ornate hallway lined with mahogany walls, golden sconces and emerald carpeted floors. In here, even her glass heels were curiously silent as she strut forward with certain victory. At long last, her searching had come to an end. Finally, she would quell the deep, unquenchable desire burning deep in the pit of her stomach. She approached a door and knocked lightly.

Waiting patiently with her hands clasped, she felt her aura stir with anticipation. The door then swung inward, revealing the frightened face of Amber. Cinder smiled maliciously as fire lit up in her eyes.

"Hello again... sister."

* * *

 **A/N: Done and done. Woo boy, this one was a doozy to write. The real challenge here was fleshing out two fights happening simultaneously without the flow becoming too cluttered or confusing. Even then, this still might have read a bit confusing to some, and I apologize, but there wasn't really any other way I could see to make this work. Regardless, I still feel good about this post and so I worked to get this released today. Now, onto the deets.**

 **I found it odd that Penny, as an android, was easily killed the way RT had portrayed her. Even the most basic of robots, in most forms of media I've seen, have been able to hobble on despite being blasted into multiple pieces. Take for example C3PO from Star Wars. The poor guy is always getting his parts either mismatched or completely blown off, yet he always gets put back together. This led me to think that Canon Penny is more girl than robot, and as a nod towards the loveable marionette she was inspired by that we all know and adore, may have been reversed engineered from a real girl into a cyborg. Take for example Cyborgs 17 and 18 from the Dragon Ball series if you need a visual. This would also explain her ability to generate an aura, a trait that is exclusive to the living.**

 **Despite these changes, Penny's dismemberment is also too important to completely overlook. So despite Pyrrha overcoming Emerald's influence, she still opted to use her Semblance to defend herself against Penny's coming attack. The result isn't nearly enough to outright kill her, but it is plenty enough to expose her mechanical nature, and start the ball rolling for the Fall.**

 **The Silver Eyes: their portrayal here was another head canon I've been considering. How would the world look like to a silver eyed warrior when drawing upon their power? Ruby's experience while she was searching for Emerald then came to mind. It's an ancient power that predates humans, so perhaps one of those inherent techniques was the ability to differentiate the living from the dead, or the Grimm. Secondly were the aura blasts. Not nearly as strong as the rumors of Silver Eyed Warriors being able to kill Grimm with a single look, but still powerful. Consider it a stepping stone, a hint at Strohm's abilities, and the capabilities when such manipulation of such a powerful aura is mastered.**

 **As always, hit the fave and follow buttons if you enjoyed what you read. Leave a review if you want to share your thoughts on the chapter. Thank you all for reading, and see you next time.**


	44. The Beginning of the End

**Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

The splitting screech of an air raid siren tore through the tense silence of the Colosseum. Thousands of uncertain spectators were left shaking in their seats with baited breath as a dreaded announcement came from the service AI over the intercom.

"Warning: imminent Grimm attack. Threat level: nine. Please evacuate in a calm and orderly fashion."

What followed was a complete disregard for instructions. Pandemonium erupted throughout the stands as the terrified crowds trampled over each other, all of them scrambling to get to the air buses as the looming form of an Alpha Nevermore perched itself upon the protective hard-light shielding that sprung up to shelter the Colosseum's occupants. It screeched wildly as it pecked away at the offending barrier. Thunderous booms shook the massive construct to its very foundation, the shield sparking in protest with each hit.

Ruby remained still, shell shocked as everything fell to pieces around her. Reality seemed to warp out of focus, the chaos little more than a multi-colored blur of sights and sounds. Her movements were sluggish, limbs feeling awkward and cumbersome as if the entire world had been strapped to her wrists. She glanced down to her hands, their pale forms trembling as memories of the mountain came rushing back to her. She clenched her hands into fists, squeezing her nails into her palms as she willed the jitters away. It seemed to work, for a moment.

As she lifted her gaze, she spied out into the arena to see Pyrrha nervously approaching what was left of Penny. Her vision blurred once more as she vaguely recognized the android girl's top half still moving, reaching out to the Spartan for aid. A flicker of faith then welled up in the young rose, hoping against hope that the quirky little girl she literally ran into in Vale had survived. A prick of a smile grew on her face ever so slightly as she struggled to her feet. Vertigo soon overtook her, forcing her to grasp at the railing for support. Only the distant pounding of the nevermore high above their heads and the faint yelling of Jaune pleading for Pyrrha to snap out of her trance seemed to register. The confusion and pain she was experiencing was driving the Grimm monster into a frenzy. She needed to move, she had to move. She couldn't just stand there and watch.

In little time, the shield began to flicker as it struggled to stay strong against the furious Grimm's onslaught. Countless years of hunting, killing and feasting had sharpened the creature's mind, and it could tell that the barrier was dying. With an earsplitting screech, it took to the air, its mighty wings blasting the Colosseum with hurricane force winds. Higher and higher it climbed, until at last it felt satisfied. Angling down with its beak, the beast dive bombed into the arena, shattering the shield like glass.

Jaune had moved first, vaulting over the railing and sprinting towards his partner while pointedly ignoring a cry of alarm from Nora. The gladiator remained ever oblivious, all of her attention fixated on Penny.

"Pyrrha, please... help me," the android girl whimpered as she reached out meekly.

Penny's soft voice seemed to have been the trigger Pyrrha needed to snap back to reality. Tightening her lips, she took a step forward, only to flinch as the boom of the collapsing shield smashed upon them. Her eyes went wide, time slowing to a crawl as the massive form of a Nevermore bore down upon them. Her breath hitched as certain death plummeted for her head, its bone rattling screech piercing through her ears. It was too much, too fast. She was going to die.

"Leave them alone!" came Ruby's harsh battle cry.

As the Nevermore closed the final stretch, a red blur crashed into its side, the menacing form of Crescent Rose tearing through its hide. The nevermore shrieked in pain as the force of the blow sent it tumbling away and crashing into the stands. It thrashed as it struggled to right itself, soulless red eyes angrily searching for its attacker. The young rose in question gracefully fell back to earth, spinning as she dropped and landing in a deep stance with her beloved scythe held aloft behind her, her silver aura enshrouding the scythe and nearly doubling it in size. Anger, unrestrained anger, coursed through Ruby as she smashed her own feelings of helplessness into dust. Her silver irises were alight with ancient power as wispy tendrils of energy coiled around her form. She could feel it coursing through her veins, a foreign yet not unknown feeling that she grasped upon with all her might. Enough was enough; she was a warrior primed to run wild.

" _No more. I won't run away, I won't let others get hurt anymore. I've had enough!"_

She roared her fury as she shot forward, her form a blur of red as she immediately made use of her Semblance. The Nevermore screeched back at her and took to the air once more, the two poised to collide with each other. The monstrous bird snapped angrily at its opponent, its beak thrusting forward to pluck her out of the air, but Ruby was far faster. She angled her flight to trace along its chest, and with Crescent Rose held behind her she twisted and swung, slicing deeply into her foe. The mighty scythe cleaved easily along the bird's length, splitting it open as it crumpled to the ground in black dust, it's halves hanging on by seldom few tendons of black muscle and rigid bone. The rapidly decaying corpse slid to a halt in front of an awestruck Pyrrha and Penny. Ruby showed little sign of tiring, her form comping to a stop as she perched upon the railing of the Arena.

"Ruby...?" the gladiator whispered under her breath, taken aback by the sheer power displayed by her junior Huntress.

"Whoa..." breathed Jaune as he trotted up behind them, with Ren and Nora shortly joining them. "She took that thing down with one blow."

He had seen that pose once before, so long ago on Beacon Cliff overlooking the Emerald Forest. Back then, she had slain the nevermore with plenty of help from her team, its limp body and severed head tumbling into the ravine below, and yet here she had accomplished a similar feat all on her own. Jaune felt both astounded and intimidated that the youngest and sweetest of them all could turn into such a mighty Huntress in so short a period of time. His feelings of sudden inadequacy lasted for only a moment though, and he took this as yet another reason why he should grow stronger. He wanted to walk beside his friends, not behind them.

"Jaune," came Ren's voice as he felt a hand on his shoulder.

"I know, I just... needed a moment," Jaune answered as he looked back towards Ruby's kneeling form.

"Yes, we all know how super cool Ruby is," Nora said with a smirk. "Now come on, we gotta go smash our own Grimm too!"

Jaune shook himself out of his funk and nodded, quickly trotting over to Pyrrha and Penny. Of course, the sight of the energetic young girl cut in two and still seemingly acting normal was not something he was fully prepared for. A crying Pyrrha certainly wasn't anything better.

"Penny... I'm so sorry," she whimpered down to the android.

"It's not your fault Pyrrha," Penny said softly, easily forgiving her. "I know I'm not a normal girl, and its okay if you don't want to be friends with me."

Pyrrha could hardly suppress her incredulous laugh.

"I cut you in half and you're worried _I_ won't want to be friends with you?"

Penny gave her a nervous smile.

"Well there is one advantage to being like this; I'm pretty easy to be put back together. For me, this is more like... how do you humans put it? Flesh wound? But... you're not... weirded out too much about all this, are you?"

Pyrrha managed a smile as she wiped away her tears.

"I was just terrified I had done something horrible. Robot or not, I thought I killed someone."

"It's okay Pyrrha, none of this is your fault. Really," Penny assured her.

"She's right," agreed Jaune as he joined them, Miló and Akoúo in his grasp.

"The woman on the microphone, she's the one who did this," he told her with conviction as he gave back her weapons. "She's the one responsible, and it's our job to make sure she doesn't hurt anyone else."

As if to prove his point, countless weapon lockers landed in the arena as the group was joined by their peers. Pyrrha looked around in amazement as she was joined by Sun, Neptune, Scarlet, Sage, Coco Yatsuhashi, Fox, Velvet, and even Hunters from other kingdoms like Team ABRN from Mistral, and Flynt and Neon from Team FNKI, and while she couldn't say anything for the civilians they swore to protect, it was clear to her here and now that their mutual bond as Hunters was stronger than ever. She took back her weapons from Jaune with a grateful nod and climbed to her feet. They had work to do.

"Penny!" came Ruby's voice as she ran up to join them, her eyes back to their normal silver.

"Ruby!" the android answered happily as her first and best friend swooped down to pull her upper half into a hug.

"Oh my gosh, are you okay? Does... does it hurt?" Ruby asked worriedly.

"I'll be okay, Ruby. My pain receptors are switched off."

Ruby wiped the tears from her eyes.

"Neptune, can you fix her?" she asked as she looked towards the hacker.

The hacker blanched at being put on the spot, hesitantly looking at his peers around him before pointing to himself with a questioning look on his face.

"Well, I mean I never really tried with something, uh some _one_ this advanced bef-"

"Can you fix her or not?" Ruby asked more desperately.

"Yes!" he quickly answered as he rushed over to join them, swinging his rifle onto his back as he went. "But it'll take me a bit more time though. I've never really had to work with anyone this advanced before."

"Worry not, friend Neptune! I will do my best to assist you in repairing my lower systems," Penny assured him happily.

"And that's _definitely_ going to take some getting used to..." Neptune replied nervously as he began fiddling with her wiring.

"If I might make a suggestion Friend Neptune, perhaps you can start by retrieving my legs?" Penny offered, to which the hacker glowed a slight pink from embarrassment.

"Yeah that's... actually a good point."

"Here dude, already ahead of ya," Sun cut in as he clutched Penny's lower half against his chest. "Man these are just the legs and they still weigh half a ton!"

"Actually, I register roughly 80 kilograms lighter," Penny corrected matter-of-factually.

"Sure, let's go with that," Sun dismissed with a tired huff as he laid down her legs next to his best friend.

"Man, this is so freaking weird," Neptune added as he pulled out some tools from the pouch at his waist. "You said your pain receptors were... off, right? Why would they even bother installing pain receptors in you anyway? Sounds like an intentional design flaw."

"My father reasoned it was imperative for my body to recognize when I'm in peril, to give my mind context. Of course, with something as obvious as this, that type of context isn't really that critical, so I switched them off."

Unfortunately, the lull in the battle wasn't meant to last forever. The collective screeching of Griffons echoed into the now deserted arena, save for the assembled Hunters. A sizeable flock of the part avian part feline monstrosities had perched themselves upon the lip of the arena walls. They could feel the panic and discord resonating from the fleeing crowds, and it set their appetites churning. Another collective roar echoed from the flock and as one, they descended angrily upon the nervous students. Coco was the first to act, angling up her massive chain gun and unleashing a storm of lead into the closest griffon. Her peers followed, mimicking her example with gunfire of their own, at least those who had a ranged version of their weapon. The few that strayed too close were quickly cut down by the likes of Yatsuhashi, Sage, Fox, and Velvet.

Jaune yelped as one griffon landed beside him, the sizeable Grimm angrily swiping at his head. The young knight quickly raised his shield in defense, but the blow knocked him off of his feet. He took shelter beneath the sheet of tempered steel until Nora rushed up with Magnhild in hand, a mighty swing to the beast's skull resonating with a sickening crunch. The quirky hammer maiden smiled at him and gave a two-fingered salute before she sped off to engage another Grimm that had made landfall, cackling madly and joining Ren in the fray. As Jaune made to stand, Pyrrha held out a gloved hand to him. He took it gratefully as she pulled him to his feet.

"We can't stay here!" came Coco's voice over the fury of battle as she unleased hellfire into another advancing flock. "We've gotta fall back!"

"And how are we supposed to do that? There's so many of them, they'll just tear us apart!" Sun roared back as he slammed his staff into the neck of another griffon.

It was at that moment that a massive torrent of flame washed above them, scorching the airborne Grimm and forcing the grounded ones to shrink in pain. This was followed by a number of heavy explosions that reduced the stragglers to ash, giving the students some much needed breathing room. As the young Hunters made their own recovery, they were greeted by the booming laughter of Professor Port. The burly Huntsman strode forward with confidence, blunderbus-axe in hand with the barrel still smoking. With him came Doctor Oobleck, his torch alight and propped upon his shoulder.

"Students, Barty and I will handle these. We believe it would be best if you returned to the school."

"What? We can't just leave you two here!" Ruby began in protest. "We can still-"

"Miss Rose!" Oobleck cut in. "This day will no doubt go down in Remnant's history. I'd prefer it if my students lived to tell that tale."

"See to your families and friends. Fight well like the warriors you've all proven yourselves to be," Port added with his signature smile.

Ruby hesitated for a moment, but then relented with a nod. Crescent Rose in hand, she turned to her peers only to find them all looking at her expectantly. A small part of her still felt like that little girl stepping out of the airbus at Beacon on her first day, wanting to shy away and keep from bringing attention to herself, repeating like a mantra that she wasn't special. Yet here she stood now even with students that would be her seniors looking to her for direction. It was an odd feeling and a bit frightening, but she had grown much since that first day with Yang, Weiss, Blake, and Raine. She couldn't back down now, that larger part of her wouldn't allow it.

"Get back to the docks," she told them, her face set. "Help the soldiers get as many of the civilians off this station as you can."

"Short, sweet, and to the point," Coco agreed with a nod. "I like it. You heard her, people! Move out!"

"What about you?" Jaune asked with concern.

"I'm going back to the school to regroup with my team," Ruby told him. "But first I need to find Raine. I need to make sure he's okay."

"Don't stray too far. There are Grimm everywhere," Ren warned.

"I will help you Ruby!" Penny chimed in as she tried to stand, only to fall over awkwardly.

"Hey! Stay still little lady," chided Neptune. "I've barely got one of your legs functioning again."

Penny giggled with embarrassment.

"Apologies, friend Neptune."

"C'mon, you can finish fixing her on the bus," said Sun as he stepped up to support Penny's other side.

Penny took that moment to retrieve her scattered swords as the rest of the Hunters filed out of the arena, the needle-thin steel lines reeling the blades back into her backpack. They then collapsed like telescopes for ease of storage. She gave Ruby one last wave of farewell as Sun and Neptune escorted her out of the arena.

With her friends now in relative safety, Ruby spedd off back into the stands, sprinting with the help of her Semblance as she searched for the correct maintenance corridor. Something was wrong, she could feel it in the pit of her stomach. She forced herself to move faster, her form little more than a red blur as she finally found the access hatch she needed, the flimsy piece of metal blown off of its hinges. A sight of chaos greeted her.

Craters had been torn into the floor and walls, several of the ceiling lights were hanging by frayed wires, the circuitry sparking in protest. The tell-tale stains of spilled blood were scattered randomly throughout the now quiet battlefield, but there was only one detail that truly mattered to her.

"No..." she whispered as she spied upon the snapped pieces of Tempest lying forgotten on the floor.

* * *

A massive explosion rocked Beacon Tower, a plume of flame and smoke erupting from its side. Amber was lucky her aura had been raised as it held strong against the torrential tide of heat and shrapnel, the Maiden finding herself ariborne as she was blasted away from the tower. She harnessed her powers with little effort, manipulating the wind currents beneath her to slow her descent to a steady glide. Staff in hand, she touched down lightly on the cobblestone pathways near the outskirts of the grounds, eyes trained upwards as she awaited her attacker.

Her sister... how could she have not noticed before? Had the toll her memory sustained really been that extensive? The woman's voice brought old thoughts and visions rushing to the forefront of her mind. Two young girls playing in a little river in the woods, one with mocha brown hair and another with ashen black. Amber recognized the first one; it was her so many years ago. They laughed and screamed with joy as they splashed each other with water.

The vision changed again, this time the two girls were older, just entering adolescence and kneeling at the bedside of a sickly old woman; her grandmother, the one solely responsible for raising her, but the world knew her as the previous Fall Maiden. Amber was the one up close, clutching at the fading Maiden's hand with tears in her eyes. Her sister... Cinder... that was her name... she stood behind her, more in denial than sorrow, disbelieving that such a powerful woman who had lived through the Great War could be fading so quickly now. The sickly Maiden, hair as white as snow and cheeks hollowed, gaunt, and weathered, gave her two descendants a last, kindly and peaceful smile before succumbing to her illness and passing on, but though she loved both girls dearly, it was Amber's face that she had last seen as darkness overtook her.

Amber's memories jumped a third time, and now the two girls were preparing to enter adulthood, the both of them hard at work training in one of the many arenas at Mistral's Haven Academy. They had changed greatly from the little girls they once more, though while Amber had never lost her childlike innocence, Cinder was far more shrewd and cynical. Her being passed over as the recipient of the Fall Maiden's power had been a gnawing pit in the bottom of her stomach, one that gave birth into a deeply seated grudge for the sibling she had once been so close towards. They fought furiously, Amber with her staff and Cinder with her twin swords, yet neither could overpower the other. It wasn't until Cinder, in a fit of pent up frustration and anger, lashed out with the Dust she had embroidered into her clothing, the intricate designs alighting with bright, orange fire.

This sudden ferocity took Amber by surprise, and she lashed back with her Maiden's powers, Nature's Wrath striking out and banishing the flames with a whipping tendril of wind. Unfortunately, Amber had yet to fully control her immense reserves of strength and to her horror, struck her sister down. The attack had shattered Cinder's blades, the glass fragmenting and bursting upon her with enough force to penetrate her aura and cut into her skin. She had hit the ground with a piercing cry of pain, clutching her face as blood seeped between her fingers. Their relationship continued to deteriorate after that as the younger sibling curbed any and all of Amber's attempts at reconciliation until finally, five years later, Cinder would disappear without a word.

Now here she was, over a decade since she had last seen her sister, or at least... until her sister had hunted her down to rip away the Fall Maiden's powers from her. The memory of that event was still hazy even now, with only bits and pieces of the horrific pain she experienced breaking through, but her life and thus the memories associated with her long estranged sibling had hit her with undeniable clarity. Today, here amongst the outskirts of Beacon, Amber steeled herself for this new confrontation with the fiend that was once her only family.

Cinder followed in kind, floating down to ground level upon a pair of roaring jets of flame erupting from the palms of her hands. Her golden eyes burned brightly with inner fire, the power she had ruthlessly stolen from her older sibling desperate to be reunited with its other half, regardless of whose body would be the vessel.

"This whole time..." Cinder began, her voice a mere whisper with barely restrained fury. "This whole time you've been here all along, right beneath our noses."

"You shouldn't have come here, sister," Amber told her seriously, maintaining her composure. "Any moment now, Ozpin and his Hunters will be coming to stop you."

The thought made the faux Maiden laugh.

"It makes no difference. By the time they arrive, I'll be long gone and you... shall be dead."

Cinder snarled as she lashed out with the first blow, a torrent of fire erupting from her hand. Amber raised her staff in defense, spinning it with a torrent of wind and battering aside the licking flames. Her eyes broadened in shock as Cinder shot forward through the attack's smoldering embers, a trail of fire being left behind in her wake as she lunged with a pair of glass swords.

A loud clang echoed out as first contact was made. Two siblings, one of light and one of dark, clashed furiously within a storm of the elements riddled with sparks, flames, and shards of ice. Cinder pushed on relentlessly, her strikes as quick as lightning and as heavy as meteors, an assault that Amber was hard pressed to keep pace against. Even so, she had spent years training and perfecting her craft, and handled her staff with equal grace and ferocity. She spun with a parry that knocked Cinder's blades aside and as she turned on her heel, countered with the opposite end of the medium, the staff's foot impacting against Cinder's chin. This did little in terms of damage and only served to make the faux Maiden angrier. Lunging forward, she forced Amber into a blade lock.

She disintegrated her blades with a mental command, their forms collapsing into powder and throwing Amber off balance. With her hands free once again, Cinder reached forward with both and unleashed a powerful blast of flame at point blank range. Amber screamed at their intensity as they burned through her aura. With a quick downward push of wind, she sent herself into the air before her protective second skin could shatter. With only half of her full power, the Maiden had only a limited number of options without completely tiring herself out, but this was a gambit she would have to make. Her own palms crackled with the intense energy of lightning, the golden sparks arcing around her with lethal fury. She roared with her own attack, sending their vicious tendrils rocketing towards her younger sister.

Cinder responded with equal ferocity, her hands lighting up once more with white-hot fire and countering with a beam of her own. The two forces of Nature's Wrath collided violently, two equally destructive powers pushing and buckling against each other. Deep trenches were carved out of the ground, hurricane strength winds battered against the surrounding buildings, dark storm clouds billowed overhead as the titanic forces shook the very earth beneath the school.

Their wrath hadn't gone unnoticed. Countless Grimm had emerged from the surrounding forests, drawn by the intense feelings of hate and anger emanating from the two, warring sisters. Beowolves, Creeps, Ursai, Griffons, and Deathstalkers steadily approached the duel before stopping in an assembled ring not unlike the crowds at the Arena. They roared, chittered, growled, and hissed in agitation, their innate desire to feed egging them to step closer clashing against that smaller but nonetheless still powerful feeling of self preservation. The few that did wander too close were quickly disintegrated by stray energy arcing off of the struggling beams. This was all the warning the rest needed as they waited patiently for a victor to be decided.

Amber felt her arms trembling with strain. Her teeth grit painfully together and beads of sweat dripped down her brow. Her aura was draining quickly with this attack, the rate so rapid that she doubted she would have enough energy to combat the surrounding Grimm. Even still, she couldn't just let herself despair over her situation. She growled as she dug deeper into her reserves. To her growing dismay, her aura was even weaker than she originally anticipated. Knowing she couldn't keep up this tug of war for long, she focused on the wind currents surrounding her body. With a push to the right, she broke free from the furious struggle, with Cinder's blast missing her by mere inches and continuing harmlessly into the night sky. Amber focused her aura once more, and with pure manipulation of the wind currents, took flight against her opponent. A difficult feat in of itself, flight wasn't something Amber wanted to rely upon in something as chaotic as the heat of battle, but drastic times called for drastic measures.

Cinder's eyes widened as she witnessed her older sister bear down upon her, the woman's hands wreathed in crackling electricity, her face contorted with anger and sorrow. The pyromancer raised a hasty shield of flame mere moments before the collision. What resulted was a massive explosion that rocked the entire campus, an incredible shock-wave of fire and smoke washing over the assembled Grimm. So intense was the heat that the weakest castes were incinerated on the spot, their bodies bursting into embers and ash. The older, more powerful Grimm were sent scattering, their own hides and armor blistering underneath the intense heat.

Across the campus, students, civilians, and soldiers alike had their eyes drawn to the growing plume in the distance. It started as a bright light that quickly faded in intensity, replaced by fire and a roiling cloud of smoke lifting high into the air. What followed was the shockwave, an intense blast of force that knocked the most faint of heart from their feet. Grimm and man alike were rocked by the incredible power that had just been detonated near the school's borders. The fairgrounds weren't far behind in receiving the same blast.

"What in Remnant was that?" gasped Weiss as the thunderous roar of the explosion hit her with the force of a train.

"Trouble," Blake answered as she stumbled on her feet. "I think someone is attacking the Academy."

"Seriously? Then we need to get over there! Yang was still in our dorm!"

Blake nodded in agreement whilst firing a round from Gambol Shroud into the head of an advancing creep. The Monochrome pair took off at an aura enhanced sprint, weaving through the panicking crowd and cutting through any Grimm that were unfortunate to step into their path.

Similar feelings ran through Headmaster Ozpin's heart as he stood patiently riding the elevator back to ground level. A grim expression was set upon his face, his hands gripping tightly at his cane. The blast that rocked his tower left him with a bad omen. Adam hadn't been bluffing after all. With a weary sigh of acceptance, he lifted a hand to adjust his spectacles, a pair of fingers setting them secure upon his nose as the elevator doors opened up. To his relief, the sight that greeted him was none other than Qrow, Glynda, and as an unexpected but not unwelcome surprise, Yang Xiao Long.

"Oz! Grimm are pouring into the city and the campus!" Qrow announced with urgency. "We have to-"

"I know," Ozpin responded. "You and Glynda get down to the city and help the civilians evacuate. Ms. Xiao Long, I want you to regroup with your team then assist with clearing the campus until everyone here has evacuated to safety, then make your way to Vale and meet up with Qrow and Glynda."

"While you do what, defend the school by yourself?" Yang asked incredulously.

"Remember Ms. Xiao Long, I am first and foremost a Huntsman. I did not become Headmaster of Beacon by mere chance. Our enemy is everywhere now, but the one here at the school is one only I can deal with. General Ironwood's forces are stretched thin as it is, so they will need all the reinforcements they can get. This is not a request, this is an order coming from your Headmaster."

Yang stopped in her retort before giving a stiff nod when a second, even larger explosion rocked the tower. It seemed more distant than the first, yet at the same time felt just as powerful. Ozpin looked towards the direction of the blast in alarm, then quickly turned back to his charges.

"Go, now!" he repeated.

Qrow shared a look with Glynda before shrugging, beckoning her to respect Ozpin's request.

"C'mon Firecracker, that means you too!" he said to his niece.

Yang hesitated for a moment as she cast one last glance to Ozpin, then followed after her uncle. As he watched the trio disappear out of the Tower, the age old headmaster steeled himself in preparation for his own battle. Cane in hand, he marched towards the source of a blast powerful enough to have leveled his Academy had it occurred here at the tower. This time he would step onto the battlefield personally. After all, this was _his_ school.

* * *

Ruby sat quietly on an airbus as it carried her and her peers back to Beacon Academy, her leg twitching with worry as she clutched tightly at Tempest's hilt in her hands. She couldn't cry again, she refused to cry again. She had to trust that he would be okay. No one had asked her a thing when she rejoined the group, face hardened and irises sporadically discharging her inner light as she strode forward to the awaiting airbus. She carried Tempest in the open, the broken pieces conveying all that the others really needed to grasp what she had discovered. A passing Griffon had picked up on her despair and with a low, hungry growl, took a dive at the seemingly unsuspecting girl. Her friends had noticed the attack too late and while many moved to help her, none were really in a position to catch up. To their shock, she had raised Tempest's broken form and viciously impaled the attacking Grimm. She followed with a single slash, carving the beast in two with ease. Even her friends in JNPR chose not to disturb her following that performance.

Now here they were, apprehensively awaiting the coming battle as they drew closer to the school. Several other airbuses were joining theirs in an effort to evacuate the campus. In the distance on the landing pad, they spied many non combatants scrambling to board the few buses still docked while Hunters and Atlesian soldiers covered their escape by firing upon the pursuing Grimm.

"Just another small adjustment here..." Neptune said quietly as he sealed a minor breach in Penny's chassis. "And you should... be good as new."

The pair were towards the back of the bus where it was the least crowded, giving the hacker and machinist plenty of room to do his work while his team stood around the protectively. Penny looked down in amazement as she felt a full range of sensations rush back to her toes.

"Incredible...!" she said with muted awe. "It's like I was never wounded in the first place!"

"Just don't push yourself too hard," Neptune responded. "I did enough to keep you in one piece for now, but you'll need to get some proper repairs as soon as possible."

"It's even better than I hoped for," Penny said with a smile as she sat up.

Neptune rubbed the back of his head sheepishly under the praise, only to stiffen when the happy little android yanked him into a hug.

"Thank you so much, friend Neptune!"

Neptune could only sputter out in pain, the air being squeezed out of his lungs by Penny's immense strength.

"Penny...!" he gasped. "Too... tight!"

Penny blushed in embarrassment and let him go, allowing Neptune some much needed breaths of air.

"I'm sorry, I keep forgetting how much stronger I am physically."

"No worries," Neptune reassured her with a shake of his head, a hand gingerly holding a bruised side as he gave his signature, charming smile. "I can't say no to a pretty girl in need."

Sun rolled his eyes at the comment.

"Come on dude, really? You don't need to flirt with her, especially now of all times."

Penny cocked her head in innocent confusion.

"What does... flirt mean?"

Both boys blanched at the question, trying to sputter out a hasty, half thought up explanation. Their less than ideal situation drew an amused glance from Coco.

"Uh, it means um..." Sun stuttered nervously. "It means you got... great... uh..."

"It means he wants to be a special friend," Coco answered him from across the cabin as she strode over.

The machine gunner fashionista gave both boys a wry smirk and a light pat on their shoulders as she passed, making them flinch at the contact. Penny watched curiously as Coco then threw an arm around the android's shoulders.

"What makes a special friend different from any other friend?" Penny asked.

"Oh you know... they share their secrets, paint each others nails, try on clothes, and talk about cute boys."

She gave a sidelong glance at Neptune who was animatedly shaking his head no and waving his arms for her to stop.

"Oh! Then that would mean Ruby is my special friend!" Penny suddenly blurted out, causing Coco to snicker, Sun to blink owlishly, and Neptune's jaw to drop. "I'm really sorry Neptune, but I'm afraid I already have a special friend."

The hacker chuckled uneasily, having dodged that bullet.

"It's okay. I'll just... go over here now."

"Speaking of Ruby, where is she?" Penny asked with concern.

"She's over there. She could use a good friend actually," Coco replied as she pointed a thumb towards the wilting rose.

Penny nodded in thanks and quickly made her way over to her first and closest friend. Ruby never noticed the cheerful android join her.

"Ruby? Is there anything I can do to help?" Penny asked as she sat on the bench next to her.

"Oh... hey Penny..." Ruby said dejectedly as she tried to conceal Tempest in her cloak, though she perked up when she noticed her friend was back in one piece. "Neptune fixed you up!"

Penny nodded happily.

"Mhm. I'm almost back to 100% functionality again."

Ruby suddenly pulled the little android into a tight hug, startling her.

"I'm so glad you're okay..." she whispered. "I don't want to lose anyone else."

A soft smile graced Penny's features as she gently returned the hug.

"Ruby... where's Raine?" Penny then asked as her smile dropped into a frown.

"I don't know," Ruby answered as she released the hug as she proceeded to fill Penny in on the day's events.

"You'll find him," Penny said to reassure her. "From what you've told me, he's strong and adaptable."

"But with everything happening, I'm afraid of what I might find when I do find him..." Ruby responded worriedly.

Penny then had a thought and suddenly grasped Ruby's hand. The young rose looked up with confusion as the android smiled confidently at her.

"We'll find him, just like we found your friend Blake. I promise."

Ruby wiped away the stray tears that burned at her eyes with her free hand.

"Thanks Penny," she said shakily.

As that promise was made, the airbus slowed with a shuddering halt. Both girls looked up to see countless people clamoring to get aboard and away from the Academy.

"Alright people, load up and stay calm," Coco said authoritatively over the rumbling of the engines as the doors slid open.

She and Yatsuhashi stood aside and helped the frightened civilians climb aboard while at the same time making room for any young Hunters who wished to disembark and defend the school. As she passed, Ruby was stricken by the grief and terror that gripped the countless survivors as they huddled against each other for security. While most were relatively unharmed, others weren't as fortunate, their wounds wrapped with bandages and stained red. Her heart ached to help them further, but she also understood that getting them to safety was the best way to do so. It wasn't just adults and students either, but young children as well, some of which were without their parents. They cried the hardest. Unable to bear the sight any longer, she made to leave with Penny only to see Team JNPR stay behind.

"Aren't you guys coming?" she asked them.

Jaune shook his head.

"They won't need many more Hunters to finish the evacuations here," he answered. " It's not the end of it though. The city is also under attack and I got a feeling General Ironwood's troops are struggling. Tons of Grimm are flying over the walls and even more are scratching at the gates, so that's where we're going to help. Don't worry about us, just find your team and get to safety as soon as you can."

Ruby stopped herself from protesting further, understanding Jaune's reasoning. With a thin but accepting frown marring her features, she gave her fellow Team Leader a nod.

"Stay safe out there," she said as she hopped off the bus.

A few more panicked civilians quickly pushed past her until the present squad of Atlesian soldiers and mechs stemmed the tide to prevent the vessel from becoming overloaded. Those left behind protested angrily as the doors slid shut and the bus rumbled away from the landing pad, but at that moment a distant and terrible detonation rang out from the far side of the campus.

All present watched terrified as a massive fireball rose into the air. Screams of terror followed as the shock-wave washed over them, sending the airbuses wobbling in their flight. Two buses in particular that were on approach were knocked from their intended course, with one careening into the side of the other. In a blaze of smoke and fire, they crashed into the bay below. Ruby watched in horror, her Caelesti blood boiling as innocent souls were snuffed out in an instant, and while she was thankful the bus carrying her peers was able to escape, she still felt the loss of every last life that disappeared in the waves. Only Penny's hand squeezing hers broke her from her trance.

"Let's find your team," she said, giving her friend a smile.

"Right," Ruby agreed.

Together, they turned and marched through the crowd, their auras flaring in preparation for battle. It was a surreal feeling, Ruby realized, to be looked upon with awe as the crowd split to give them room. This was what it meant to be a Huntress, to defend those that couldn't defend themselves, to stand in the way of certain death defiantly until the sun rose in the morning. This was what she trained for, this was what she lived for, and she wouldn't trade it for anything else. It was time for payback.

Her eyes glowed with silver power, her hands swinging to her back to retrieve Crescent Rose and stow away Raine's broken sword. The pair cleared the crowd and drew their weapons, Penny with her dizzying array fanning out around her, and Ruby with an elaborate flourish of the massive sniper-scythe. Up ahead, she could see a defensive line holding strong against yet another wave of Grimm, a line comprised entirely of Professor Goodwitch, her uncle Qrow, and her sister Yang. It was time she joined them. Pausing for one final deep breath, she shared a look with Penny.

"Together," Ruby said with a smile.

Penny smiled back.

"Together."

They took off from their position, Ruby with her Semblance and Penny with her jets. The sudden screaming from their charge drew Yang's attention. The golden brawler grinned widely at the sight of her baby sister joining the fight and cheered her on.

"Get em sis!" she yelled as the Red Reaper passed, startling Qrow and Glynda from their own fights.

Ruby set upon the Grimm like death incarnate, her face a mask of indifference and her eyes alight with furious power. A single swipe of Crescent Rose tore through the first line of beasts, a swipe that was quickly followed by a second as she carved a swath through the hellish crowd. She spun with ruthless efficiency, her scythe cutting a Beowulf in half and decapitating an Ursa. A second Ursa fell prey to an ax chop as the tip of her scythe buried itself into its skull, nailing the beast to the ground. Its impact was strong enough to send several large rocks and tiles into the air. Without breaking stride, Ruby spun once more, hooking the debris against the shaft of Crescent Rose and flung her new projectiles with pinpoint accuracy. Five charging creeps were crushed beneath her assault. As the remainder slid to a halt and paused with a human-like disbelief, Ruby stood in place and spoke, declaring their demise.

"Maiden's Cyclone," she said with a whisper.

Her form burst into a storm of rose petals that engulfed the entirety of the academy courtyard. Grimm snarled with frustration as they lost sight of their quarry within the dense cloud of red that swirled around them like a storm. That was when Ruby made her move, her form little more than a red flash as she flew back and forth through the Eye, brandishing Crescent Rose and tearing apart the unfortunate beasts caught within. So great was her speed that she left a vacuum in her wake, her steady upwards path lifting the Grimm into the air. Satisfied with her work, Ruby then changed directions and shot upwards through the eye until she had cleared the storm. Crescent Rose held behind her back, she glared at the mess of Grimm tumbling in mid air within her cyclone, her form silhouetted before the Shattered Moon. She fell, her form expelling the petal storm and clearing the courtyard of surviving Grimm. They disintegrated to smoke before they hit the ground.

Penny fell upon a second group fortunate enough to survive Ruby's finishing move, the young android landing in the center of a pack of beowolves. As the beasts turned to attack, her blades turned her into a living circular saw as they spun around her form, taking the Grimm apart with ease. Every swing of her hand, thrust of her fingers, was accompanied by another deadly strike that felled the Grimm in droves. She was a master puppeteer, and her swords were her puppets. As another group charged her, she raised her swords high above her head, fingers splayed like an orchestral conductor without her baton. As the beasts came within range, she waved her hands to a beat only she could hear, her swords lashing out in time with her counts and rending the Grimm asunder, all the while with a little smile on her face.

Yang watched in awe as her little sister set herself loose upon the Grimm. No longer was this the awkward little girl with stars in her eyes who could barely lift her uncle's scythe. That girl was gone, replaced by a true warrior trained to be the bane of her enemies. The brawler wasn't sure if she should be proud or concerned. While Ruby was always merciless with the Grimm, tonight she was fighting with a particular ruthlessness much unlike the young girl she partly raised. As Ruby spun to slit the throat of an Alpha Beowolf, the glint of Raine's broken sword shone from beneath her cloak, and all of a sudden the message became clear.

Banging her fists together, Yang channeled her aura as a light cocoon of fire swirled around her. Her irises shifted from their usual lilac to the battle-ready crimson she inherited from her wayward mother. Cocking Ember Celica and loading a fresh belt, she turned to her Uncle Qrow and Professor Goodwitch with a vicious smile on her face.

"I think we'll be just fine here," she told them confidently. "Trust me."

Qrow snorted derisively.

"Don't take too long. Remember, we still got a city to clean out."

"No promises."

Yang joined the fray, flattening an Ursa into the ground with her fist as the beast was edging its way towards her sister. With a smirk and a shake of his head, Qrow turned to leave, halting only when Goodwitch grabbed his arm.

"You're not seriously considering leaving them here, are you?" she asked with disbelief.

Qrow shrugged.

"They're not little girls anymore, Glynda. They're Huntresses, just like we trained them to be. Yang has a cooler head on her shoulders now, and Ruby has fully accepted her role as a leader. They'll retreat with the last of the civilians. I trust them, and so should you."

Reluctantly, Glynda nodded her head in agreement, her eyes casting a sidelong glance at the looming plume of smoke rising from the far end of the Academy. Whatever Ozpin had planned, she could only hope it was done soon.

* * *

A splitting pain tore through his head as Raine slowly regained consciousness. He could feel his abdomen burning from where Adam had struck him. Blurry eyes clenched and squeezed as they struggled to regain focus, his breaths coming out in labored gasps. His attempts to lift his hands to wipe those cloudy irises clean had ended in failure; bound. Thankfully, his other senses were recovering at a faster rate. He had been placed upon his knees, his head bowed. Soft gusts of wind brushed upon him and through his hair, accompanied by the acrid scent of smoke. His hearing followed, and in the distance he could glean the faint cries of panic and terror from the scrambling citizens as well as the screeching of hungry Grimm.

"Good, you've regained consciousness."

Raine stiffened at Adam's voice, trying desperately to regain his sight. He shook his head, clenched his eyes, willed away the haze as best as he could. Hoping for the best, he opened them once more.

He found himself upon the edge of the Wall overlooking Vale, the southern end if his memory served him right. Down in the streets, he could spy the sight of numerous soldiers, police officers, and Hunters fighting against the Grimm that dove down into the city. Up in the sky came the staccato of machine guns as Atlesian fighters fought with the swarms of Griffons and Nevermores in the sky. The thunderous blasts from the capital ships followed, targeting the largest of Grimm with cannons that could blast holes in the protective wall. Those rounds struck like thunderclaps, blasting apart the massive Grimm with little difficulty. The carnage both awed and sickened him.

"Adam..." he spoke with a scratchy voice. "What have you done?"

"Nothing," the man replied as he stepped forward to join his captive. "Not yet anyway. I wanted to make sure that you were awake to see everything, to watch your city burn."

Adam turned on his heel and faced the forests stretching out below. A finger lifted to a radio he kept in his ear as he gave his first command.

"Everything is now in place, Commander. You may fire when ready."

Hidden within the forests, surrounded by ravenous Grimm brought to heel beneath Adam's power, were the thousands he had gathered in the White Fang, now free to come out of hiding with Ironwood's fleet preoccupied in the city. At the head of which was a burly bear Faunus, black of hair and easily over ten feet tall, a true warrior clad in thick, steel armor. Carved into his chest was the ferocious head of a grizzly roaring its battle cry. He had a massive warhammer with a rocket propelled head swung upon his shoulders. A bloodthirsty smirk grew upon his face as he received his orders.

"It will be done, my Lord," he growled back, his blood boiling and itching for battle as he turned and yelled his command. "Prepare the Hammers!"

As the assembled Faunus cheered at that declaration, a firing squad scurried over to a Hammer, a massive, bulbous cannon built from old Atlesian tech. Its gun extended several meters from its base, resembling an artillery gun from the Great War. Fifteen feet high and nearly forty in length, it easily loomed over the assembled soldiers. The squad released the locks shielding the Hammer's chamber, the plates snapping free with a hiss of steam. Into this chamber they loaded a large shell, a solid two feet in length. It crackled with an ionized charge. With five Hammers in total, they would be the first strike that would drive Atlas to its knees. The firing squads for the other four loaded their Hammers with similar rounds and as one, angled the guns for firing.

"Blast them!" the commander ordered.

The thunderous boom of the Hammers echoed out across the forest as five blue projectiles rocketed towards the largest ship hovering over the city, the Radiant Dawn. Raine watched in horror as the blasts slammed into the ship's broadside, menacing tendrils of electricity skirting across its length. All at once, the ship's lights went dark, its engines falling silent as the ion blasts shut off all of its systems. The groan of strained, bending metal reverberated across the city as the mighty Flagship and pride of the Atlesian Air Fleet fell upon the city below. Fire erupted from its hull as it carved a deep trench with its crash landing. A second volley followed not long after as another capital ship attempted to redirect its course towards the source of the sudden attack. It too was reduced to little more than thousands of tons of useless steel as it was crippled, joining the Radiant Dawn in a smoking wreck that tore through a city block's worth of buildings.

Raine was struck silent at the sheer destruction that occurred within those scant few minutes. The terror radiating from the populace and the shocked garrison sent the Grimm into a frenzy.

"You're a monster...!" Raine gasped out, furiously rounding on the megalomaniac standing behind him.

"I've just started," Adam replied simply as he waved his hand forward.

At his command came the thunderous steps of a herd of Goliaths, elephantine Grimm that easily stood higher than buildings. Helpless, Raine could only watch as the first of the titanic Grimm crashed upon the mighty force field that was the protective southern gate to the city. It trumpeted its fury as it thrust its tusks against the offending shield. Raine could feel the wall shaking against the pachyderm's assault while a second joined it, then a third. Under the relentless battering, the shield couldn't hope to hold out as cracks broke across its face.

"Watch and despair, dear brother," Adam told him as he placed a hand on Raine's shoulder. "This is the Beginning of the End."

As the words left his mouth, the terrifying sound of shattered glass echoed across the City of Vale. The Wall had been breached.

* * *

 **A/N: The Battle of Vale has begun, an event I was both eagerly awaiting and terribly dreading to write. As such, this chapter took almost three weeks to write, with half of that mostly brainstorming on how to fit everything together. Battles of this scale are chaotic, so my usual ways of stringing fights together weren't quite going to work out here. Anyway, let's get on to the details.**

 **Ruby is being forced into a situation where she has to take charge. At that same time, her battle instinct is kicking in, forcing her to draw upon more power than she normally would. As a Caelesti, a Silver Eyed Warrior, I felt this was time to show what kind of power she's capable of, as well as how much she's progressed. That power is amplified by emotion, in this case anger at her own inability to do anything when the situation gets rough, as well as an unrivaled desire to protect those she cares about. She is a warrior of light, plain and simple.**

 **Penny has been fixed by our resident hacker! I'm choosing to utilize our supporting cast to drive events, a cast that for the most part was pushed to the side by RT. Thanks to Neptune, Penny now gets to fight alongside Ruby and her team, giving the android a chance to do the great things her father and General Ironwood alluded to her fulfilling.**

 **Amber is forced into a battle to the death with her estranged sister, Cinder. Her brief flashback sequence was used as a tool to give some insight into how this AU Cinder is motivated in her quest for power. Even at a young age, she felt a Maiden should be invincible, yet due to the rules of succession for the power, Amber ends up inheriting it instead. This leads to a growing grudge, a grudge I unfortunately won't be able to explore in detail here. This chapter is focused on the battle right now, not past events. That being said, I wanted to give an air that the Maiden's are in a completely different league of their own, even when the power is split in half. Nature's Wrath is both a beauty and a terror to behold, just like the two sisters.**

 **This AU's Adam is more heavily influenced by Salem than his Canon counterpart (I'm loving how RT is taking his development btw). As such, now that he has grown more powerful, he is beginning to exercise a similar influence over Grimm that Salem is famous for. Powerful heroes need equally powerful villains to challenge them, and Raine shall be witnessing this new power firsthand.**

 **Anyway, I hope this chapter was worth the wait. If you enjoyed what you've read, hit those fave and follow buttons to show your support, and drop a review if you'd like to share your own thoughts and headcanons. Thank you all for your continued support and patience, and see you next time!**


	45. The Battle of Vale Pt 1

**A/N: What. Is. Happening dear readers! ZEN is back with more WWSE for your reading pleasure. First of all, I want to apologize with how long it took this chapter to be released. It's been almost a month since my last update which is pretty bad, even for me. As such, I have decided to break down what _would_ have been a much longer submission into smaller parts, just to give you folks a much more consistent release schedule. I'll admit that this was also part-slow-writer-part-life-part-procrastination that had a hand in this delay, but my thoughts are in much better order now so we should still be on the right track for a completion this December. Now, without further ado, on to the show!**

 **Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

An earsplitting, incessant ringing of a klaxon alarm jolted Winter from her stupor. What followed was a wave of nausea as she struggled to her feet. Vertigo tore through her very being as the thick scent of smoke wafted into her nostrils. Violent coughs wracked her lungs in response, as each shuddering breath brought a new wave of the acrid haze filling the ship. Wiping her eyes clear, she struggled to her feet and took in her surroundings.

She found herself upon the bridge of the Radiant Dawn, a heavily damaged bridge at that. Terminals were hanging by their components and connecting wires, their monitors dark and sparking, and the constant flashing of the emergency lights running on backup power sent spots across her vision. She vaguely made out the form of a crewman crawling across the deck. He was a younger man, no older than eighteen who joined the Navy with stars in his eyes. Now he clung to life as he clutched at a growing red spot in his abdomen, the fragile flesh torn open by a piece of debris. His breathing came out pained and labored, as each struggling inhalation filled his body with pain. Sweat poured across his pale brow above sallow cheeks as he inched closer and closer to the dumbstruck Specialist, reaching out with his free hand in a silent plea for help.

Clarity rushing back to her brought upon by her sworn duty to her fellow servicemen, Winter forced herself into an upright position, her own hand extended and ready to receive his. Their fingers were within inches of reaching each other until, with a final shuddering gasp, he collapsed forward, the light dying from his eyes. He hit the deck in a limp heap; another casualty of war. Winter clenched her hand into a fist as a surge of anger rushed through her at her inability to help him, her teeth gritting with frustration of losing another under her command. Steeling herself for the coming trials, her eyes hardened as she climbed to her feet.

"What in Dust's name happened...?" she asked herself quietly as she stumbled with the awkward orientation of the now grounded ship.

The Dawn was sitting at an odd, thirty three degree angle. She remembered warning alarms sounding as a powerful electromagnetic pulse slammed into the ship. It was as if a switch had been flipped as all of their power had been lost. The emergency generators were hardly enough to keep a craft as gargantuan as the Radiant Dawn airborne, but they were sufficient enough to keep some of the internal systems operational, namely the magnetic locks on the countless hatches strewn throughout the ship. With any luck, she wouldn't run into any malfunctioning panels.

Her vision now steady, she made her way towards the access corridor for the bridge, a hand resting tightly on her saber still secured to her waist. She palmed the control panel, the heavy metal door sliding into the ceiling with a hiss. What greeted her was a sight of absolute pandemonium. Internal components in the walls were overloading, leading to spontaneous surges of electricity that made their presence known with bursts of sparks, flame, and shrapnel.

"The damage is worse than I thought..." she said under her breath as she raised an arm to shield her face. "I need to get outside and rally the survivors."

She took off in a sprint down the ruined corridor, smoke and heat whipping across her form. Lights flickered as they struggled to maintain power, protective paneling burst from its fastenings and clattered across the floor, yet still she ran down the maze of ruined hallways, her eyes constantly seeking an external access hatch as she moved ever closer to the outer bulkhead of the ship. She passed a few crewmates, their lives already ended either by the crash or the ensuing chaos. She pointedly ignored them as best as she could, knowing at this moment it would only be suicide to try and recover their bodies.

"Help! Somebody help me!"

She skid to a halt as she rounded a corner to find a soldier trapped beneath the heavy form of a hatch. He whimpered and cried out in pain; the machinery had pinned one of his legs. Desperately he clawed at the reinforced steel of the floor, his free leg kicking at the hatch hoping against hope that it would release him, efforts made in vain as another spark of unyielding pain shot through him. He threw his head back and screamed in terror and agony, his blurry eyes soon focusing on Winter.

"Specialist please! Don't leave me in here!" he begged, tears running down his face.

She rushed over to his side and kneeled, quickly assessing the damage; the femur in his left leg had shattered under the hatch's immense pressure.

"This is bad," she told him seriously. "Your bones tore through the skin and you're loosing blood too fast. I'll have to cauterize it."

"Wh-what...?" he whispered in fright.

Winter moved quickly, slipping a leather glove from her hand and shoving it into his gaping mouth.

"Bite down on this. Hard. Once I free you, I'll have to work quickly to stop the bleeding."

He nodded frantically as he clamped he teeth shut, no longer caring what measures his superior officer had to take in order to free him and save his life. Winter then stood and drew her rapier. The ice dust within glowed with power as she channeled her aura. In a blink of an eye, a small pillar of ice sprouted from the floor, wedged itself against the hatch and lifted the offending piece of scrap the scant few inches she needed to pull him free. Reaching down, she grasped him by the shoulders and pulled, a gasp of relief mixed with pain as the pressure was finally released.

"That was the easy part, now comes the difficult part," she told him as she made the switch to fire dust. "Hold on tight to something. This is going to hurt but it will at least save your life."

He whimpered as her saber glowed a hot white, his hand grabbing the closest thing he could reach; her boot clad ankle. Winter ignored his choice in stability, all of her focus set upon the first aid she needed to perform. Her rapier now glowing brightly, she pressed its length across the largest break in skin, earning an blood curdling scream from her patient. The young man's eyes popped wide from their sockets, his neck tensing and veins straining beneath his skin. His cries caused Winter's skin to crawl; at least he was doing his best to keep the thrashing to a minimum, even with her free hand pressing firmly against his thigh just above the break. Intent on keeping his agony as short as possible, she quickly finished up sealing the surface damage as best as she could under the circumstances. He was lucky an artery hadn't severed, otherwise he would've been dead long before she arrived.

At last, the final agonizing seconds had passed and she lifted the rapier from the wound, the sizzling of skin ringing loud in her ears along with the acrid stench of seared flesh. Setting her weapon aside, she then reached for the standard issue first aid kit strapped to his belt and quickly dove into its contents, her fingers grasping at a package of gauze. The soldier's cries had lessened into whimpers as Winter continued her work, snatching a long piece of scrap metal to serve as a makeshift splint. She first wrapped tight the burns, the sterile fabric already staining red with blood. Once that patch was secured, she set the scrap along the length of his broken leg, and with two more lengths of gauze, the last of which in the pack she noted, tightly secured the splint to keep what was left of his bones as stable as possible.

"Th-thank you..." he whispered to her, his eyes glistening.

"No one gets left behind," she declared to him. "Come on, we need to leave."

Draping an arm over her shoulders, she steadily lifted him to his feet, taking it slowly so as not to aggravate his maimed leg. After taking a moment to give him time to adjust, she was moving once more, the close contact making it a simple task to extend her aura to shield him as well. The hallway took a noticeable descending incline as she continued her trek, fire and debris raining down upon their heads. Her aura flared as one burst of flame washed over her. Gritting her teeth and keeping her defenses strong, Winter continued the hellish hike, stumbling ever onward through the thick smoke until she suddenly bumped into someone.

"What in the-"

She didn't have a chance to finish her exclamation when a heeled boot crashed into her chest, knocking her from her feet and sending the two soldiers tumbling to the floor. Now on full alert, Winter drew her saber to confront her enemy only to find herself facing an empty hallway. The only thing of note she could catch was a flash of a woman dressed in pink disappearing around a corner that led deeper into the ship. She shook her head, wondering if the smoke was getting to her brain.

"You're not crazy," the soldier pointed out with labored breaths. "I saw her too, but she's got a death wish if she went further into the ship."

"You seem pretty certain of that, soldier," Winter replied as she stowed away her blade and picked him back up.

"I was down in engineering when those blasts hit. Nothing but fire, smoke, and busted electrical systems down there," he explained as they resumed their trek.

"Did the crew manage to make it to safety?"

"Some of us did, but most of us... weren't so lucky..."

They fell into silence at that admission. A lot of lives were lost needlessly today, but it would be a disservice to the fallen if they sat around dwelling on them. As they continued their journey, the distant sound of gunfire was soon heard echoing down the wrecked halls. Winter picked up the pace, eager to rejoin her troops in what would surely be a war zone. She rounded one last corner to find the hull of the ship split open, exposing its interior to the city outside. The crash had torn open a massive breach nearly forty meters in length, a breach that was hastily fortified by the surviving crew with the surrounding wreckage. Lined up along the bulkheads were numerous personnel, with most of the non-combatants tucked away behind cover while the soldiers fired furiously at the Grimm trying to claw their way inside. Unfortunately, none among the defenders were Atlesian Knights. Winter's heart dropped as it dawned upon her. The command ship was also the central control hub for their mechanized infantry. With the ship disabled, the robotic soldiers were rendered useless. This battle was going south quickly

"Any medical personnel present?" Winter called out, startling the assembled troops.

"Y-yes ma'am!" answered a corpsman dressed in a white hospital uniform stained with dirt and blood who quickly made his was over to her.

As gently as possible, Winter handed over the wounded soldier who by now had drifted into unconsciousness.

"Winter, get over here!" came Ironwood's commanding voice.

The General and Atlesian Headmaster had his own fair share of scrapes in the form of his dress white jacket torn in half, exposing the black sweater underneath, and even that had its own tears as well, tears that allowed a glimpse at the extensive prosthetic implants that riddled his body. There was a reason his men would often refer to him as the Ironborn Soldier when behind closed doors.

"General Ironwood, how can I help?" Winter asked as she joined him at the front of the fortifications.

"We're trying to get some shuttles down here to evacuate the wounded, but the Grimm are too thick. We need to-"

He shifted focus and quickly fired from his revolver, dropping a small flock of Griffons that came swooping down upon their heads.

"We need to clear this landing zone of all hostiles long enough for our shuttles to land. We need to do it now before the White Fang decide to step in, otherwise we'll never make it off the ground."

"We're leaving? What about the ship?"

" _We're_ not going anywhere," Ironwood corrected. "Every able bodied man and woman is going to hold this position until reinforcements arrive. If the White Fang capture the Dawn, they'll learn everything; force deployments, weapons research, Dust refineries. We would lose this war before it even began."

Winter's expression hardened at the gravity of their situation.

"We will hold this line, sir," she declared.

"Good, now ready yourself. We have another wave coming down on our position."

Winter turned at the sound of another salvo of gunfire erupting behind her. The entrenched soldiers fired desperately at another flock of Griffons, with many of the airborne Grimm being torn apart by hundreds of rounds, and yet a few managed to slip through the cracks. Winter was quick to intercept these stragglers, her saber delivering swift and well placed attacks that carved the beasts asunder. She landed with a click of her heels and immediately readied a follow up attack. An array of glyphs formed from behind her, and from them she summoned swarms of miniature Nevermore to push back her enemy.

A few soldiers paused to watch in awe at the sheer level of power and skill Winter employed, as many of them were young and inexperienced, their posting on the Radiant Dawn being their first duty stations. A few barking orders from their platoon sergeant snapped them back to reality and soon they returned fire with deadly efficiency, embolden not only by the presence of their General but his most trusted Specialist. As the last Griffon nearby fell to the ground, the roar of an air bus washed over them. The craft hissed as it made its landing, the doors sliding open as paramedics and Vale Defense Force officers climbed out.

"Move up! Give them cover fire while they get those wounded aboard!" came Ironwood's command.

He and his men moved quickly, extending their position to surround the aircraft while the casualties were carried to safety. Winter joined them at the front lines, aiding in their defense as she shifted tactics and conjured a new set of glyphs, their glowing forms radiating frozen mist from an enhancement of ice dust. With every swing of her blade, she sent a volley after volley of frigid missiles against yet another oncoming swarm, the well placed blasts easily hitting their marks and flash freezing the Grimm in mid air. They fell to the ground with a resounding shatter. Despite this, every Grimm killed was quickly replaced by three more. She had never dealt with such an... outbreak, such an infestation of this scale before.

Scowling, she doubled her efforts, reaching deeper into her reserves than she normally would allow and increased the rate of fire from her glyphs. Snow and ice drifting around the battlefield as Grimm were dropped from the sky, the arctic flurry giving the streets an eerie haze as the flash frozen bodies crashed into the ground. This time it was enough, enough to give the airship a much needed window of reprieve. The craft shuddered as it lifted into the air and disappeared into the night sky.

Winter allowed her glyphs to fade away as she took a moment to catch her breath.

" _This is going to be a long night,"_ she thought to herself as she sheathed her saber, a thought that became even more apparent when she heard a mighty crash echoing from the Wall.

It was followed by the angered trumpeting of Goliaths, followed by their rumbling earthquake inducing footsteps.

"You've gotta be kidding me..." she heard a Private mutter under his breath from behind her, the soldiers waiting with immense apprehension as one of the colossal Grimm barreled through a city block and rounded on their position.

"Fall back to the ship. Specialist Schnee and I will handle this one," Ironwood ordered as he stepped forward.

"You've fought a Goliath before, sir?" Winter asked with the barest hint of uneasiness in her voice as the Goliath began a light trot towards them.

"When I was a younger man, yes. I assisted Ozpin in warding off a small herd from a village south of Vale," Ironwood answered. "Normally they keep to themselves, but something is inciting them to attack. That anger forces them into an overwhelming rage as all inclinations of self preservation are overcome by instinctual blood-lust. Follow my lead. I will immobilize it before it enrages, then you will finish it. Its hide is weakest at the neck, so focus there."

"Understood sir," Winter nodded in acknowledgment.

James moved first, taking off at a sprint with Winter close behind him. Noticing it was being challenged, the Goliath trumpeted loudly and charged ahead at full speed. It swung its head to and fro, its tusks tearing into the buildings lining the street. Adrenaline pumping through his system, James made immediate use of his Breakthrough, his body becoming enshrouded in a deep, steel aura. He let loose a roar of his own as he leapt forward into the air, firing aura enhanced rounds into the Goliath's face before crashing back down to earth, his hands grasping at a tusk and, with strength that would put Yang to shame, forced the beast to a halt by driving it into the ground. He grit his teeth underneath the incredible strain that fought against his body as he willed one of the most powerful continental Grimm to heel. It fought back, furiously forcing him backward as he carved a ditch through the ground with his feet.

Winter bottled up her awe at the General's strength, focusing instead on enhancing the blade of her saber. It glowed a bright, light blue as she too jumped to get the ideal angle against her target. A glyph formed above her, her heels coming to rest against its solid face. A second pulse of aura sent her plummeting back down to the ground, towards the struggling pachyderm her commanding officer kept held in check. A flash of steel followed as she lashed out with her saber, its length extended by concentrated aura that found its mark at the base of the Goliath's neck; a smooth, clean cut accented by the glow of heated flesh. The Goliath's body lurched backward from its now severed head, the sudden onslaught of nerve impulses rushing through its body as it fell over with a crash, its form beginning its rapid decomposition.

Sheathing her blade, Winter turned to face her commander as he released his Breakthrough, the cheers of the men reaching her ears from the crash site.

"I've never seen that kind of strength before. How did you do that?" she asked with muted awe.

"Years of training and life on the battlefield have hardened my body, but it was not a maneuver I would have carelessly used had I fought it on my own. You were here to assist as I needed you to. That's why we were able to dispatch it as easily as we did," James answered as he felt an uncomfortable twitch of pain shoot through him from his prosthetic arm.

Carefully masking his moment of discomfort, he made a mental note to have his robotics serviced at R&D when they returned to Atlas. For now though, they still had a battle to win.

"Regardless," he continued, "if a Goliath made it into the city, then that means the Wall has been breached."

As if to accentuate his point, the snarling sounds of Creeps and Beowolves reached their ears. In the distance, they spied countless hundreds of the Grimm swarming through the streets; Vale was poised to be overrun. Winter swallowed the lump in her throat and stamped down her feelings of fear.

" _Long night indeed."_

* * *

Amber felt a surge of nausea assault her as she hit the ground in a crumpled roll. She spat out the bile flooding her mouth and throat as she slid to a stop, her hands burning with blisters from the sudden explosion. Clothes torn and smudged with dirt, and sporting a long gash cutting across her forehead, she struggled to support herself on her side as she looked upon the great plume of smoke left in her wake.

"Did I get her...?" she asked herself as she waited uneasily.

Her question was answered for her as a hot gust of wind banished the smoke, revealing to her great dismay the glowing form of Cinder protectively encased within a concentrated skin of aura. Her form radiated fire, outlined with a bright orange light, burning just as brightly as those merciless eyes that bore into her with unfettered hatred. She wasn't entirely unscathed however. The right side of her face and body was marred by angry, red burns, her hair was wild, singed and askew, and her clothing was tattered in numerous places.

The faux Maiden stepped forward with a deliberately languid pace, her frown slowly being replaced by a venomous smile in victory. Her glass heels continued to click amongst the charred, ash littered ground.

"I must say, I'm impressed dear sister. You actually managed to cause me pain," Cinder said with a sickly sweet voice.

"This isn't possible... I put all of my aura into that attack," Amber whispered with trepidation.

"Yes, an ultimately fruitless effort," Cinder agreed. "Unfortunately for you, I've only begun to tap into my own power. Do you have anything else you wish to say before I finish this dance?"

"Why...? Why are you doing all of this, Cinder? You're my sister! I loved you!" Amber asked, desperate for answers. "What have I done to you to make you choose this path?"

Cinder's smile disappeared, replaced instead by a scowl.

"Isn't it obvious? I am doing what you should have done with this great and limitless gift that is Nature's Wrath. Grandmother was a fool to believe in you, Ozpin was a fool to believe in you, and you are a fool for doing their bidding. Beings such as us should not be shackled and bound by the wishes of a species as disgustingly... weak as Humanity. We are destined to rule over them as Empresses, as deities to be worshiped. A single wave of our hands can lay waste to entire kingdoms and giving rise to glorious new empires amongst the squalor, and yet you squandered it all away protecting those too weak to protect themselves."

Cinder came to a stop in front of her battered and broken sister, a sneer marring her lips.

"I hated that you were chosen over me. I hated that despite all of my effort and hard work, you were the one grandmother thought of last on her death bed. You did nothing but cry when our parents were killed, made me watch as you wallowed in your own self pity while I fed and protected us. It was by _my_ hand that every Grimm that sought us out was destroyed, _my_ hand that guided you to our grandmother's home as we trekked across Anima's wilderness with little hope or direction, and _my_ hand that pulled you to your feet every time you wanted to cry and give up. _I_ should have been the firstborn, not you, a perfect _golden_ child who had everything handed to her and more."

Cinder paused in her monologue as she conjured a long spike of glass from the surrounding ashes. Without warning, she embedded the spike through Amber's abdomen, pinning her to the ground. She cried out in pain, her aura utterly spent and unable to shield and heal her. Cinder kneeled down in front of her helpless sibling. She had made certain that the spike had missed all of Amber's vital organs. She wanted to savor this moment for as long as possible.

"Just listen to yourself Amber... listen to how pitiful you sound right now. Once more you've been brought to your knees, helpless and broken like the fragile little flower you are. No one will save you this time. Not Strohm, not Branwen, and not Ozpin. Your death will be slow and painful. I will drain every last ounce of aura from your body, I will _finish_ what I started, and when I've finished with you, I shall toss you aside to the very same beasts that should have ended you long ago."

"I'm afraid that is enough from you."

Cinder flinched at the voice, mentally cursing herself for dragging this out. Her pride had gotten the better of her. She turned to face the newcomer; a tall, bespectacled man with tousled silver hair, and clothed in black and emerald.

"I suppose my streak of good fortune has run short," Cinder admitted as she readopted her sultry, confident demeanor. "I should have known it would be too much to ask for Adam to lure you away to the City. Then again, perhaps it really is in your true nature to abandon those that are of little importance to you. Isn't that right, Ozpin?"

"Cinder Fall," Ozpin answered simply, his cane planted in front of him. "You've certainly taken after your namesake, haven't you? I wonder what kind of lies and machinations Salem has whispered into your ears to turn you upon your own family."

Cinder glared at the insinuation.

"She has only told me the truth of this world," she hissed back at him. "She holds far more power than you could ever dream of, power that she is grooming me to receive. Don't presume you can speak so casually of her in front of me."

"She does not care for you as much as you think," Ozpin continued with his usual stoicism. "You are simply a means to an end, a pawn for her to utilize as she sees fit. Despite her power, she has no need for strength, not her own and certainly not yours. You will be discarded like all those who came before you once your usefulness has run its course."

"You mean like my sister?" Cinder retorted.

"Ozpin please..." Amber whispered from behind.

The headmaster spared a quick glance to the broken maiden, a glance that conveyed a warning of silence, to not strain herself. Cinder capitalized upon this momentary distraction, taking the silence as permission to continue her tirade.

"You send her running around Remnant aimlessly for what? To fight like a common Huntress? To exterminate Grimm that will easily be reborn the next day? Rather than cultivate her and forge her into the warrior she's supposed to be, you have her vainly chasing whispers and shadows to the furthest reaches of the globe. And I wonder... just what will my dear nephew think when he discovers that _you_ are the reason he has grown up without a mother?"

Amber's eyes widened in disbelief at the accusation, a reaction that didn't go unnoticed by Ozpin.

"Oh yes, I know all about her and Strohm," Cinder continued. "I know all about the forbidden union they shared, the perversion of offspring that comes from a Maiden and a Caelesti. I could hardly believe my eyes when I first saw that boy here in this school, so carefully and unwittingly placed into your hands. He looked so much like his mother I thought my eyes were failing me, until I looked upon his own eyes, those unmistakable silver orbs that only a man like his father could give him. One wasn't enough for you, was it? You weren't simply satisfied to have Amber in the palm of your hand. You had to have both, the mother _and_ the child. Your greed makes me sick."

"Everyone has their own choices to make, Cinder," Ozpin declared. "Choices only they as free thinking individuals can make, choices made because they believed that they were the right decisions to make at these crossroads of life. Amber made hers, just as her son has made his, and just as you have made yours."

He blurred out of sight, closing the distance and flanking the faux Maiden in an instant. Cinder's eyes widened at his speed. She could hardly detect any movement prior, not even a single twitch of his muscles. She turned slowly, scarcely believing what her own eyes had witnessed, when a powerful strike from his cane made contact with her back. She was sent tumbling away like a ragdoll.

Ozpin's demeanor softened as he turned to tend Amber's wound.

"Stay still," he told her gently as he kneeled down and grasped the spike.

"Just make it quick..." she whimpered as she grasped his free hand.

Ozpin nodded and abruptly pulled the spike free. Amber yelped in agony as blood gushed from the now opened puncture, blood that was quickly stemmed by Ozpin's glowing hand. Amber watched in awe as he did his work, his emerald aura seeping into her flesh. She could feel her insides knitting themselves back together, as if millions of tiny sutures were pulling the wound closed. As he finished his work, aside from the large red stain in her clothes, there was no trace of a wound ever being there.

"How did you..." she asked.

"My Semblance," Ozpin answered simply as he helped her to her feet, just in time to witness Cinder bursting from her crater with a great plume of flame.

He stood to face the Faux Maiden, his aura pulsing in anticipation.

"Amber, it's time for you to leave," he spoke softly. "For what it's worth... I'm so sorry."

Amber was struck by the sorrow in his voice, but before she could question him further, the Headmaster vanished once more, speeding forward to fight Cinder.

He brandished his cane much like a warrior would a sword, his right hand, the dominant one, grasping tightly at the head. Cinder roared out her fury at being thwarted once more, her form burning with rage as she met him in the middle with a pair of glass broadswords. They clashed, the impact causing a crater to be formed beneath their feet. In an instant, they vanished again, popping in and out of sight throughout the battlefield. Cinder had no choice but to use her Breakthrough, a begrudging decision if she had any hope of keeping up with a man like Ozpin. The heat radiating from her body was reminiscent of a small furnace. With every step, she left the ground glowing an angry, molten red. The Fall Maiden powers within her felt naturally attuned with fire, an instinct she was happy to capitalize on. Back and forth they went, their strikes resounding like thunderclaps, trails of orange flame and emerald energy following their every swipe.

Ozpin moved with speeds considered impossible for a human body to withstand, and yet he did so with ease. Countless years, more than he could ever keep track of, had honed his muscles to inhuman levels. Every movement he made left an afterimage in his wake. Every swing of his cane he threw landed harder and faster. Cinder was a dangerous foe indeed, but he banked on wearing her down through attrition. He wasn't as young as he used to be. Every Hunter no matter how powerful they were had their limits; none could sustain Breakthrough indefinitely. The only difference here was that this Huntress in particular was using the Fall Maiden's power. There was no telling how that power would react when a woman as driven and ambitious as Cinder was pushed into a corner.

Said woman was feeling exactly such a strain as a swing of Ozpin's cane cracked into her jaw. She was sent skidding backwards, dragging herself along the dirt in a crouch to cut down her momentum. As she stood back to full height, a wave of her hands forced her will upon the dirt, ash and debris scattering the ground as her Semblance and mastery of Dust lifted and flash heated the particles into glass missiles; hundreds of razor sharp, glass missiles. A flick of her wrists sent the swarm whistling towards Ozpin at high speed.

Most Huntsmen would've been utterly destroyed by such an attack, but Ozpin wasn't like most Huntsmen. He had fine tuned the mastery of his aura to such a degree, it would be considered inhuman to his peers. His form blurred as he parried away hundreds of projectiles within the blink of an eye. Cinder, dumbstruck by his finesse and reflexes, was unprepared as he launched into the offensive once more, closing the gap just as quickly and assaulting her with a barrage of sharp thrusts with his cane. He finished the bludgeoning with one last swing, strong enough to send her careening through multiple trees in the surrounding woodlands.

An eerie lull fell upon their battlefield, the only sounds being the distant echoes of other battles scattered around the kingdom and the soft gusts of wind blowing through the campus. Ozpin took that moment to lower his guard ever so slightly, silently recouping his spent aura as discreetly as possible. The uncountable years spent alive... his curse... had not been kind to him.

A furious roar then erupted from the forest along with a massive expelling of fire. The inferno incinerated the surrounding vegetation, leaving a barren, charred waste in its place, and at its center was the glowing form of Cinder, whose flames had taken on a significantly darker tint. Ozpin narrowed his eyes at this new development; he should've known Cinder would accept _that_ gift from Salem. Her status as half-maiden only served to amplify the dark magic swirling within her body, the sinister taint that the Queen of Grimm had left as a scar upon the world. It was spinning dangerously out of control as she allowed her rage to consume her.

"Enough!" she bellowed. "I will not be stopped here! I didn't come this far just to have victory slip through my fingers! I am the Fall Maiden! I _will_ become the Fall Maiden!"

"You will die here trying," Ozpin declared stoically as he faced down the inferno without fear, his aura flaring against the searing wind.

Across the battlefield, Amber raised an arm to shield her eyes against the heat as stray embers swirled around her.

"What has gotten into her? Has she gone mad?!" Amber said with horror.

Cinder's fire was far from the bright warmth that the sun provided every morning. It was dark, tainted, and malicious, with a distinct purple tint at its core. Her body screamed in protest, Salem's magics clashing violently with the natural energies of the Fall Maiden. It was an unnatural union that threatened to tear her apart. Flares rolled from her body, carving molten trenches throughout the ground surrounding her. She would destroy Ozpin, disintegrate him into dust along with his precious school. With a manic glint in her eyes, she threw her arms open wide, concentrating all of her aura into her palms.

Panic shot through Ozpin as he felt her aura strengthen considerably. No... that couldn't be just for him. That was enough energy to incinerate an entire district in Vale. It would destroy the school, destroy the tower; he couldn't let that happen. He slammed his cane into the ground before him, a bubble of emerald green energy surrounding his form. He prayed to the Gods, the very same Gods who cursed him, to grant him the strength to carry through.

"Disappear!" she roared as she thrust her hands forward, an orange and violet beam of flame even stronger than the last one she threw at Amber erupting from her palms.

Gritting his teeth, Ozpin launched forward, his barrier meeting the attack in full force. Magic... a part of him regretted being one of the forces that brought such power into the world, a mistake that now fell upon him to fix. The weight of the world on his shoulders, Ozpin trudged forward, his boots digging into the burning ground beneath his feet as his shield flared violently against Cinder's might. Flares of electricity and plasma danced angrily around him as he readied his counter spell. He had hoped that it wouldn't come to this, hoped and prayed against the turn of events, but now he was left with no other choice.

Cane held in front with a cross-guard and yelling out in strain, Ozpin redirected his aura flow and grasped upon hers, absorbing the energy of Cinder's attack with his very being. Pain, unimaginable and searing pain lanced through his body, the dark energies of Salem's gift coursing through his veins. His skin blistered, his veins taking on a pronounced and disturbing black color. A small part of him lamented at this turn of events as his mind blocked out the indescribable pain he was experiencing. He had been outplayed, outmaneuvered, and outgunned. This battle was going to kill him, that much was certain, but it was a small price to pay if it meant protecting Amber, Vale, his students... from the Fallen Maiden's wrath. Perhaps it was only a small atonement for a single sin amongst countless others, but he nonetheless prayed that this cycle would be the last.

 _"Oh Ozpin, what have you gotten yourself into this time?"_

Amongst the raging inferno swirling around him, a much different storm clashed against the man's soul within his body.

" _Salem... how is this possible?"_

" _You should know by now that I share a special connection with my most faithful of servants. No need to worry yourself over such trivial details though, Ozpin. You should be more concerned about what's going to happen to you once you tear this body of yours apart. Have you already forgotten?"_

Ozpin did his best to ignore the chiding voice that invaded his mind as he forced himself forward with every step.

" _I've warned and lectured you about how fruitless your little war is. How pointless your efforts are, no matter how many Guardians you gather, no matter how many monuments you build in the name of peace... no matter how great the army you muster at your back. There will never be victory in strength."_

In the outside world, Cinder couldn't believe her eyes. This man was not only withstanding her attack, but absorbing the energy into himself. She felt her strength rapidly draining, but it wasn't just her aura that was... no, that couldn't be possible, that _shouldn't_ be possible! She yelled even more desperately, forcing even greater power into her blast.

Ozpin felt his knees buckle beneath this stronger onslaught. Cinder was getting desperate, he could feel it, accelerating her own defeat. Yes, this would be a fitting end for her. He had almost closed the gap now, just a few more steps.

" _You were right. I've come to accept that now. There is no victory in strength."_

He could _feel_ Salem pause in confusion at his confession across this new mental link. Absorbing her energy through his spell had forged this connection that defied space and time.

" _But that doesn't bring me any feelings of fear, despair or hopelessness, because I've come to realize that victory was never meant to be found in strength. It's found in something far simpler that you have long forgotten; in a smaller, more honest soul."_

" _... what are you plotting?"_

" _Farewell, Salem..."_

He cut the connection as he finally stood face to face with a dumbstruck Cinder, throwing his cane to the side as her attack was negated, punctuated by a strong shock-wave that rippled across the ground. She stumbled backwards from the force and fell to her knees.

"What... what did you do?!" she gasped with no small amount of fear in her voice.

"It's but a small detail your grandmother had neglected to tell you, Cinder," Ozpin spoke softly between deep breaths as he leaned forward at the waist in exhaustion, his body spent. "I was the one who granted the Maidens their power, and I am the one who can take it away."

Cinder's eyes widened in shock. That empty pit in the bottom of her stomach wasn't just a ruse. It was gone. All gone. That comforting burn, that familiar ache she had grown to love had disappeared without a trace, but the worst of it all... she couldn't sense Salem. The connection she had shared with her master had been shattered. How? How did he do this?! This wasn't real... this wasn't fair! As that crippling realization crashed upon her, she watched in horror as he stood there with a serene smile on his face, his body suddenly cracking apart, revealing a bright white light from within; his soul, too overburdened to stay whole.

She screamed in a manic agony, glass swords materializing in her hands as she lunged forward, hacking wildly away at his body with tears streaming down her face.

"Damn you! Damn you to Hell!" she shrieked in her defeat.

Ozpin felt nothing; her blades hardly fazed him. This was the end of the road... this road. Arms outstretched, he gazed upwards to the Heavens, surrendering himself completely. A bright light enveloped his form, a sensation he had long become familiar with, and in a final instant, he knew no more.

* * *

 **A/N: And we have reached the end of Part 1! I'll be keeping these notes to a minimum while the Battle is going on, but feel free to send me a pm or leave a review if you would like to discuss any aspect of this story, about canon, headcanons, or just general nonsense if it strikes you fancy! For now though, I'll reply to a couple guest reviews since I have no way of speaking to them directly.**

 **GuestWithIdeas: I'm happy with how much you're enjoying the lore and history I've been crafting. Filling in those gaps left behind by RT that they have yet to explain is one of the most fun parts about writing this AU. I'll definitely be explaining more about the Eyes and their relation to the Maidens in this AU in later chapters. We'll see if those characters survive, but remember that this is only Part 1 of the battle, and if anything else, war is unpredictable. Thank you for the support and I hope you enjoyed the chapter!**

 **Guest ch44: Nope, Ruby will not be the Spring Maiden.**

 **That's it for now, folks! Thank you all for your support! If you haven't already, show some love by hitting those fave and follow buttons, and feel free to leave a review if you would like to share your thoughts on the story. See you next week!**


	46. The Battle of Vale Pt 2

**Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

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Jaune swallowed the lump lodged in his throat as he gazed upon the city of Vale from the cabin of a bullhead. He could see fire in the distance, hear the remote screeches of Grimm and the terrified cries of the fleeing citizens. His jitters were only worsened when he watched as the three, gargantuan capital ships of the Atlesian Navy were shot down with ease. He was confident before, back there at the Beacon Docks when he spoke to Ruby, but now the reality of the night was crashing down upon him hard. The skirmishes in the Emerald Forests, the various field assignments he and his team completed, even the Breach that shook the kingdom last month had paled in comparison to the utter destruction and carnage that they were now facing. His hand gripped tighter upon Crocea Mors' hilt, praying he would survive this battle, and to make matters even worse, the Wall had been breached a second time. He could spy the gargantuan forms of Goliaths tearing through the streets off in the distance.

"Hey, are you okay?" asked Pyrrha from behind him as she placed a comforting hand on his shoulder.

"Yeah it's just... oh man I hope I'm ready for this," he admitted nervously.

"I understand. I'm scared too," she told him as she joined him at his side, taking his hand into hers.

Her confession threw the young knight for a loop.

"Wait, _you're_ scared?" he asked in disbelief.

She smiled at his shock.

"I'm a tournament fighter, Jaune. That's how I've grown up. Sure we've killed plenty of Grimm since coming to Beacon, but that was almost always outside of the City, beyond the walls. This is different than anything else we've faced, and I would be lying to you if I tried to claim I wasn't at all unnerved by this whole situation, but we'll overcome it just like every other challenge."

Nora and Ren joined the pair as they all steeled themselves for the coming fight.

"Eheheh... I'm both excited and terrified. This sure brings back some... memories, doesn't it Renny?" Nora chuckled nervously as she fiddled with Magnhild in its grenade launcher form, to which Ren gave a curt nod.

"Unpleasant ones... yes," Ren admitted. "We've lost one home to the Grimm. We won't lose another."

The monk turned to Jaune with a hardened look on his face.

"No matter what happens tonight, we fight together. We're with you, Jaune."

Nora nodded vigorously, as if her unease suddenly vanished.

"If anything, those Grimm should be scared. They won't even know what hit em," she growled eagerly.

Jaune felt his heart swell at his team's resolve. There attitudes, especially Nora's, was infectious. He couldn't ask for a better team or better friends.

" _You're a leader now, Jaune. You can't afford to be a failure."_

Ruby's words echoed in his brain; she was absolutely right. He couldn't be a failure, especially now. His anxiety was quelled, and in its place was the determination and will of a Huntsman.

"Alright then. Listen up Team JNPR," he said with a smile as he waved his team forward. "Our mission is to meet up with the Atlesian Army at their flagship's crash site, clearing out Grimm only as needed and rescuing any civilians we find as we go. Move fast and stay focused. Those monsters all seem to be attracted to the soldiers stranded in the middle of an abandoned city. If they fall, that will leave the rest of Vale wide open to be overrun. We can't let that happen."

Nora smirked as Jaune took command. She snapped him an eager salute.

"Aye aye, Captain! Let's break some legs."

"Heads up kids," came the pilot's voice over the intercom. "I'll have to drop you guys about a click away from the crash site. That area is way too hot with Grimm. I'll get torn apart."

"No worries," answered Jaune of the roar of the engines. "Just get us as close as you can."

"There's a small plaza nearby that we can try, but that area is occupied by Grimm as well. This bird doesn't have any guns, so you'll have to think of something else."

"I think we got that covered. Just give us some more altitude."

"You want me to go _higher_?" the pilot questioned incredulously.

"Just trust me. I've got a plan."

Jaune peered out of the cabin to get eyes on their new LZ. Sure enough, the entire block was thick with creeps. Individually, the lizard Grimm were as fragile as paper, but in large groups, their numbers could easily overwhelm a careless Hunter. Fortunately, he had one of the best exterminators on his team.

"Nora. Smash," he said with a grin, a grin she maniacally mimicked.

Nora felt her aura flare eagerly in anticipation. Throughout the entire night, she was steadily siphoning off the energy from a lightning dust crystal she kept hidden away on her person. Her Semblance, discovered through a happy little accident, allowed her to absorb electrical energy and bolster her own strength to absurd levels. The more energy she siphoned, the more powerful her attacks became, at least until the excess had been exhausted. For this entrance though, one blow was all she needed, and her Captain just gave her the green light. This was going to be fun.

Shifting her precious Magnhild into its imposing war-hammer, she stepped forward and turned her back towards the open air of the city-scape.

"Cya on the ground," she said cheerfully, and fell.

Wind whipping through her hair, Nora laughed gleefully as she smacked a stray griffon on the way down. The avian Grimm shrieked in surprise and pain as the massive hammer connected with its skull with bone shattering force. Spinning with her momentum, Nora angled her descent and pulled the trigger in her hammer, discharging a loaded grenade and propelling her even faster towards the ground.

Aura pooled into her swing, Nora landed with the force of a megaton bomb, her vast stores of energy discharging around her in a brilliant display of pink-hued electricity. The shockwave alone was enough to crush the Grimm closest to her impact, and the rest were thrown into the air as the ground shattered beneath their feet. Surrounding buildings shook and collapsed, their supports unable to withstand the earthquake she just imposed upon them. Nora growled as a pink spark flashed in her eyes, standing upright and hefting her trusty hammer. She jumped for the closest Creep, smacking it into its broodmates like a pinball and sending the group crashing the rubble.

This was what she lived for, smashing the heads of Grimm like little pumpkins. With a partner as quiet and reserved as Ren, she made it her mission to embody enough energy for the both of them. That energy would always bubble out, usually in her rambling stories but when it came time for a fight, she used that near endless supply to push herself beyond the limits that would break most of her peers. Being able to crush Grimm with ease was a sweet bonus to the deal. It was empowering, and she loved every second of it.

Ren was next to jump, specifically timing his fall with Nora's opening strike. Focusing his aura, the monk vanished in a puff of teal smoke, reappearing next to an airborne creep. He thrust a palm forward and struck the Grimm in the crown, the attack blowing it to pieces. He disappeared once more, striking down a second, then a third. Back and forth he went, popping in and out of sight as he eliminated half of the group before joining his partner on the ground.

After Pyrrha revealed to them her mastery of Breakthrough during her duel with Raine, Ren set about developing a similar technique, one that would mimic the increased attributes of Breakthrough without unleashing the floodgates that would inevitably drain away his aura. Countless hours of meditation, at least as much as he could manage until Nora came looking for him, and intense combat routines in one of the school's many practice halls had brought his efforts to fruition; an attack he affectionately named Warp Strike. With it, he could limit Breakthrough's effects to that of a single instant, that one moment he needed to secure a kill.

A flick of his wrists retrieved Stormflower from the hooks on his belt. As the remaining Grimm recovered from their shock, he opened fire with a hailstorm of rounds, unleashing his dual, bladed machine pistols into the black mass that converged upon him and his partner. Many of the beasts were gunned down, their hides too thin to withstand his firepower, but a few still managed to slip through his attack. These survivors leaped forward, intent on tearing the monk apart with their ravenous jaws, but he was ready for them. Ren dropped flat to the ground, giving Nora plenty of room to swing with her hammer, battering away the Grimm with relative ease.

"Yeah! Did you see that Ren? Quintuple kill!" Nora cheered.

"Yes. Smashing," he answered with a small smirk.

Together, the pair set themselves upon the Grimm, tearing through the survivors and clearing the way.

Pyrrha was next to fall, the gladiator flinging Akoúo from her arm like a spinning disc. Commanding the shield with her Semblance, the wooden and bronze dipylon ricocheted between Grimm with the ringing of a gong. She hit the ground with a roll, drawing Miló and tearing into the stunned beasts with ease. Her sword cut true, slicing through their forms like a hot knife through butter. A cloud of black dust was left in her wake. As she finished off the final Creep, the ravenous panting of a Beowolf fell upon her, the canine Grimm bounding on all fours as it rushed to pounce her. Eyes narrowed, Pyrrha spun on her heel, morphing her xiphos into its dory variant and thrusting forward, piercing the Grimm in mid air.

It choked and whimpered as its front claws grasped at the polished steel in vain. She mercilessly finished it by flinging her victim into the oncoming pack. Akoúo came spinning back to her, the shield sliding back upon her arm with ease. She fell into her phalanx guard and marched forward, running through one... two... three... four Beowolves in quick succession with flawless thrusts of her spear. She leaned forward as she approached the fifth, swinging her shield arm forward and bashing the beast in its jaw, shattering the fragile bone. She finished it off with a well placed thrust from her spear. With the pack eliminated she readied herself to face the hulking form of an Ursai Major that lumbered into view.

Jaune was the last to jump, but not out of fear. He waited patiently, giving his team ample time to do their work. Nora, a literal shock trooper was ready and eager to jump first. Her landing stunned the Grimm, leaving them confused and helpless. Ren, their most versatile fighter, followed her, making quick work of the closest targets and eliminating them before they regained their composure. Pyrrha then entered to perform crowd control, corralling the survivors into a small group and luring out the strongest in the plaza; his target, the Ursai.

Jaune smirked at the irony as he fell upon the ursidae Grimm. His first official kill had been an Ursa, as was his second at the Breach. He had grown confident in his abilities during his time here at Beacon, and now he was eager to put that skill to the test, eager to secure a third. He roared as he slammed into the Ursa's muzzle with his shield, the Grimm growling in pain and anger as it stumbled backwards. Jaune kept up the assault, launching forward with an aura enhanced knee which he drove into the beast's chin. The shock from the attack sent the Ursa tumbling onto its back, groaning lowly as its vision swam. Its struggling was cut short as Jaune rushed up with the finishing blow, jumping onto its chest and plunging Crocea Mors into its black heart. The beast fell still. He stood from his latest kill emboldened and ready to take command.

"Let's move," he ordered, and as one, Team JNPR broke out into a run through the ruined streets of Vale.

Jaune and Pyrrha took the lead, the two partners running side by side as they barreled through the few Grimm left to challenge them. Any beasts that weren't cut down by their blades were either knocked aside by their shields or met a similarly swift end at the mercy of Nora's hammer or Ren's knives. They moved with seamless synergy, twisting, vaulting and launching each other through the now growing swarm that surrounded them, the Grimm occupying nearby streets attracted by the fierce sounds of combat.

Jaune growled as he buried his sword into the throat of a Creep, its teeth barely grazing his arm as it fought back furiously. He could never understand how something so sickening as a Grimm could even exist on the world. They were all something out of a nightmare; twisted and perverted monstrosities of the other fauna that inhabited Remnant. He was happy to kill them.

Despite the stiff opposition, Team JNPR was able to make ample headway, clearing through the first block with little loss in momentum, then the second with equal ease. As they approached the third, the final stretch before finally reaching the Radiant Dawn, Jaune felt his instincts send alarm bells through his body.

"Watch out!" he yelled out suddenly as he forced his team to stay behind cover of the building at the corner.

The streets erupted with gunfire, tearing apart the asphalt as a platoon of White Fang opened fire on their position.

"Wait, where did they come from?!" Pyrrha yelled over the deafening din of battle.

"There's way too many of them for us to fight off at once!" Ren added as he took a quick peek around the corner.

He hissed and lurched backward as a bullet grazed his cheek.

"Ren! Are you ok?" Nora yelped in alarm.

"I'm fine, but my aura should've held up. This doesn't make any sense," he stated as he wiped the blood from his now healed scratch.

"They might be using aura piercing rounds in their weapons. This is going to be a problem," Jaune muttered as his eyes scanned the battlefield for anything to give them cover.

His gaze fell upon the mess of vehicles left abandoned at the intersection.

"Pyrrha, how much weight do you think you can lift with your Semblance?" he asked.

"Quite a bit but it'll drain my energy quickly," she answered. "Why? What do you have in mind?"

"See all of those cars? All I need is for you to drag them into the middle of this road. It'll give us enough cover to make it across. You can use my aura if you need it."

"On it."

Pyrrha lifted her hand and focused, grasping onto Jaune's assistance as he placed a hand on her shoulder, channeling his aura to join with hers. Her body glowed with the extra power flowing into her, granting her the strength to manipulate several tons of steel with relative ease. She focused her will upon the abandoned vehicles, dragging them forward and tipping them upon their sides until they completely blocked off the street. Unsure when to shoot and where, the White Fang troops opened fire randomly, with far fewer projectiles piercing through.

"Go! Now!" ordered Jaune.

They broke out into a sprint in pairs, with Pyrrha and Jaune giving cover to Ren and Nora with their shields. Jaune felt his arm jerk each time a round struck the face of the tempered steel. He had no clue just how durable Crocea Mors' shield/sheathe was against live ammunition, but he had no intention of sticking around long enough to find out. Thankfully, the dead sprint didn't last long as they were able to quickly clear the intersection. They could finally see the wreckage of the Dawn tipped slightly on its side and under heavy enemy fire.

"Almost there te-"

He was cut off when a surprise mortar round struck dangerously close to him. The blast blew Jaune from his feet and into a wall, his ears ringing madly in protest. Vision blurry, he struggled to his feet as death rained down upon them. Craters tore through the streets and blew chunks out of the surrounding buildings, showering the Hunters with dirt, smoke and debris. He could barely make out Pyrrha's pleading, begging him to get up and keep moving. He shakily took her offered hand as clarity came rushing back to him, but a part of him wished he was still deafened, if only to block out the chaos that greeted him

"We can't stay here!" she yelled as another shell impacted dangerously close, too close for comfort.

Jaune shook the last of the dizziness from his head and scrambled to his feet, and once more they were on the move. Rational thought seemed to abandon him amongst the terrifying whistling of falling bombs. Every fiber of his being was screaming at him to run and hide, to get out of the hell that was unleashed upon them. It wasn't just Grimm they were fighting now, but people. This was a war, the likes of which hadn't been seen in over eighty years.

They took cover in some larger craters as they finally reached the ship, startling the occupying Atlesian soldiers who had hunkered down for safety.

"What in the hell... where did you four come from?!" yelled a squad leader as they jumped into his team's crater.

"Hunters from Beacon," Jaune answered as he struggled to catch his breath. "We came to help."

"I won't turn down reinforcements but you won't be able to do much good here with knives and spears. This ain't Grimm we're fighting here, kid. You'll get torn apart if you try charging that line as you are," the soldier told them as the mortar fire at last began to die down.

"Where can we gear up?" Pyrrha asked.

"Follow the length of the ship. General Ironwood has set up a command center in a large breach in the hull. If you join him there, he should be able to get you re-outfitted. Keep your heads down, and good luck."

"Thank you," Jaune told him gratefully. "By the way, another platoon of White Fang tried coming down the same street we used. We've blocked them off for the time being, but I don't think that will hold them off for long. It was like they were trying to flank your position."

The soldier nodded.

"Thanks for the heads up; we'll keep our eyes open. Now, get going before those bastards try pummeling us again."

As what seemed like the last mortar shell finally impacted against the wreckage of the ship, Team JNPR tentatively climbed their way out of the crater. Destruction surrounded them. The roads were torn apart, buildings had either collapsed or had entire sections blasted away, and the groans of the wounded drifted through the air. Smoke and ash tainted every breath they took. A perpetual haze hung around them; the fog of war. Jaune could scarcely believe his eyes. He remembered walking down this very road with his team during one of their many outings into the City. Now it was barely recognizable. Squeezing his eyes shut, he willed the disturbing image away as he forced his feet to move, to take him to the command center.

"Hey, do see those guys?" Nora said quietly as they passed several soldiers being evacuated from their entrenchments, many of them limping or being carried, and all of them inflicted with various wounds.

"Yeah. They look like they've been dragged through the ringer," Jaune answered with a tight voice.

"Some of them look no older than us," Ren mused quietly as he spied upon a young private shaking in his boots.

"And some look even older than our parents," Pyrrha added, taking note of some of the present officers, with worn, wrinkled, and exhausted faces and gray hairs.

"Why did this have to happen...?" Jaune muttered. "Grimm I can take... but this? People killing _each other?_ It just seems so... pointless."

His friends didn't have an answer. He couldn't blame them. They were Hunters trained to fight the Creatures of Grimm, not their neighbors. The very atmosphere horrified him.

"Can we get a signal out...?" Jaune heard the distant voice of General Ironwood.

They must be close.

"Negative sir. Long range communications are still down. It's as if something is blocking us," came a young woman's voice.

"Keep trying, Lieutenant. It's our only line to Atlas."

"Yes sir."

As Jaune turned the corner and entered the Breach, he was awed at the site of countless Atlas personnel scurrying around a hastily erected field base. Numerous tables had been dragged out from the interior of the ship, strewn with papers and field computers, maps and radios. Over towards the far end was a stockpile of weaponry and ammunition, but the stores were beginning to dwindle. Far to the back, leading into the ship itself, Jaune could see the wounded being sheltered, as well as large number of civilians who were unable to evacuate in time.

"Move aside, kid!" came a barking voice.

Jaune flinched at the command as he was roughly shoved aside by two soldiers carrying another wounded man on a stretcher to their infirmary.

"Hunters, over here!" came another voice, this one Jaune recognized as Ironwood's.

The General was standing at the radio terminals, with one of them being manned by whom Jaune assumed was the Lieutenant he was speaking to earlier. The man, despite his disheveled and battle worn appearance, still carried himself with the air of a commander.

"You four are very brave to come all the way out here," the General praised, "but it may have been safer to stay at the school."

"Nowhere is safe right now," Jaune told him. "Beacon was overrun so they ordered an evacuation. We came here to help."

Ironwood narrowed his eyes as scrutinized each member of Team JNPR. They were young, far too young to be risking their lives here. Not even the youngest of his men were their age.

"Damn it Oz, did you put them up to this...?" he muttered under his breath.

He didn't dwell on the matter for long. He still had a battle to win, and he wouldn't turn down willing fighters.

"Alright, then here's the situation so that you're all on the same page. Little over an hour ago, the Wall was breached by several Goliaths, some of which are still wandering throughout the city. What followed were thousands of terrestrial Grimm that flooded through the streets. Fortunately or unfortunately, they seemed to focus on us but so did the White Fang. They began shelling us shortly afterwards."

"Hold on. You said both the White Fang _and_ the Grimm have been attacking you?" Pyrrha questioned. "That's not possible. Grimm don't fight for anybody."

"We can't say for certain. We have more questions than we have answers and until we can break this siege, we can't go anywhere."

"Sir!" the Lieutenant interrupted. "We have a signal coming in. Friendly, one of our forward scouts."

"Put them through," he answered as he grasped the receiver. "Ironwood."

" _You have the entire, fucking Mouse army coming down on your position sir..."_ came the scout's whispered report.

Ironwood paused, swallowing the lump in his throat. That was too many, far too many.

"Fall back from your position... regroup with the garrison," he finally answered. "Stay low and quiet. Good luck."

He set the receiver down with a heavy hand. They had little hope surviving the night if the entire army came down around their ears. He sent a silent prayer then turned to Ozpin's Hunters.

"This is your last chance to leave," Ironwood told them seriously. "Once the fighting resumes, there's no getting out. We fight or we die. Do you understand?"

"We're not leaving," Jaune answered. "This is our home. We will fight for our home."

Ironwood nodded in approval.

"Good. You will need that resolve on the battlefield. Take whatever arms and ammo you need and get to the front line. Link up with Specialist Schnee. Follow her orders to the letter, and no heroics. The fighting is going to be everywhere. Dismissed."

"Did I hear him right?" asked Ren. "The _entire_ White Fang army is coming for us?"

"It seems like it..." Jaune muttered.

"Well then. Certainty of death, small chance of success. What are we waiting for?" Nora provided, getting a light chuckle out of her teammates.

They had committed to this. It was time to see it through.

Jaune wasn't much of a firearm guy. He preferred the classic shield and sword as he displayed with Crocea Mors, but he had to admit how vulnerable he was at range. His eyes seemed to glaze over at the array of weaponry that was retrieved from the ship's armory. Pistols, rifles, shotguns, explosives, machine guns, both personal and crew served, and thousands of rounds and dust crystals had been laid out for the picking. He hoped he would be a decent shot.

He collapsed his shield and sheathed Crocea Mors. They wouldn't do him much good in this fight. Unsure of what kind of weapons would even suit him, Jaune grasped the closest one; a standard issue semi automatic rifle. The weapon was heavy and cold in his hands, and seemed to sport several different extra components that made little sense to him, but the general concept seemed easy enough to grasp. The magazine was fed through the bottom, and the bulky, forward barrel had a hand grip to provide efficient control and precision. The safety switch was on the side, and a small electrical screen located just underneath the rear sight showed a counter for how many rounds he had remaining. Convenient for whenever he needed to reload. He noted wryly that he was the only one of his team that needed a ranged weapon. His friends simply restocked on ammo, and plenty of it.

"You guys ready?" Jaune asked as he made a functions check of his rifle as best as he could.

Team JNPR chorused around him, each of them loading up their weapons with fresh rounds.

"Okay. Let's do this," Jaune said.

Nora and Ren took off first, and Jaune made to follow them when he felt Pyrrha grasp his hand and hold him in place. He looked to his partner and girlfriend in confusion.

"Jaune..." she said quietly. "No matter what happens tonight, I..."

His eyes widened as he caught on quickly to her train of thought.

"Pyrrha, don't talk like that," he said as he set aside his rifle and pulled her into an embrace. "We're going to make it through this. I promise you."

"You don't know that..." she replied as she buried her face into his chest. "If something happens... I..."

She could barely force the words out of her mouth, so she reached up hastily and pulled him into a kiss. Surprise shot through Jaune, but he was quick to respond, wrapping his arms around her and returning the eager kiss.

"I love you..." she whispered as she broke the contact. "In case we don't make it, I wanted you to know. I love you, Jaune Arc."

"Pyrrha..." he answered as his voice quavered.

He pulled her into a hug, a tight hug, one he didn't want to let go.

"I love you too. And thank you..." he said into her shoulder. "Thank you for believing in me."

Their moment didn't last long as the mortar fire resumed. Their declaration made, the two warriors quickly rushed outside into the battlefield. Their aura stood strong against the blasts this time, now that they had a moment to steel themselves, but the experience wasn't made any less jarring. Thankfully, they didn't have to run far until they reached the forward entrenchments which were little more than some makeshift barricades surrounding a few craters. They joined Ren and Nora in the relative safety of a hastily dug fighting hole.

"What took you two so long?" Nora yelled over the chaos.

"We had a heart to heart," Jaune yelled back as he ducked behind cover.

The bombardment continued for another two minutes as dirt, smoke, and debris washed over them. The ground shook with each blast that sent jarring shockwaves through Jaune's body. All he could do was hunker down and pray one of those rounds didn't land on his head. He doubted his aura could hold up against a blast like that.

At long last the firing subsided, leaving the night air eerily quiet once more.

"Squad leaders, give me a head count!" he heard a woman's voice carry over the lines.

"First squad up!"

"Second squad up!"

Jaune peered down to his right to see a woman with disheveled white hair held loosely in a bun checking over the soldiers. That must've been Weiss' older sister, Winter. She too carried a rifle, her saber stowed away at her belt and having long run out of Dust during the first waves of Grimm. He shuddered at the thought of facing down swarms like the ones Ironwood had described.

"You guys okay?" he asked his team.

"Still in one piece," Ren answered.

"How much longer? I hate waiting," Nora complained, mostly out of anxiety than any real desire to fight.

"I think I see movement," Pyrrha called out, just loud enough for the rest of the soldiers to hear.

They peered into the darkness, their eyes unable to make out anything more than shadowy shapes moving about. A flare shot up from their entrenchments, bathing the city street in a soft, white light. Jaune swallowed the lump in his throat as he switched off the safety on his rifle. He could now easily make out hundreds of White Fang picking their way through the wreckage. It was now or never.

"Mice!" yelled a soldier down the line as the White Fang lost their cover of darkness.

In a frenzy, the Faunus screamed and charged the Atlesian lines, firing wildly with their weapons as they went. Ironwood's troops responded in kind, unleashing hell upon their attackers. They quickly mowed down the first unfortunate souls. Hundreds of rounds were exchanged between the two sides, with the White Fang taking the brunt of the casualties. They ran straight into the entrenchments with little regard for their own safety. As such, their bodies were torn apart, raked by constant gunfire erupting from the defending Atlesians hunkered down in the relative safety of their trenches. Still, the tide flowed ever onward as their enemy fought with a borderline psychotic zeal. Some refused to drop until their bodies were absolutely riddled and torn apart, and the tide seemed to have just begun. With every soldier they lost, two more took their place. The White Fang seemed to have numbers on their side, and it didn't appear as if they were running out anytime soon.

The city street of Vale devolved into a mad shooting gallery, thick with gunpowder and smoke. The rancid, coppery stench of blood mixed with the bite of carbon drifted into Jaune's nostrils. Now more than ever, he wanted nothing more than to go back home, to hide within the safety of his own bedroom, to wait for this nightmare to end, but he had committed to this choice. He couldn't go anywhere even if he tried. So he did the only thing he could think to do in this situation; he shot, and shot, and shot. He dropped soldier after soldier with every pull of his trigger, and when his magazine ran empty, he loaded a replacement and repeated the process. Killing Grimm was easy. They had no souls, no sense of purpose other than destruction, plus it helped that they were just plain terrifying to look at. Monsters were things he could kill all day, but Faunus... Humans for that matter... every life he took that night had a story, a family, a purpose. The thought churned his stomach, and yet still he kept shooting, because deep down he knew that if he stopped and they were overrun, then he and his team would be joining the fallen, lying face-down and still in the center of a crater. He couldn't let that happen, no matter what the cost.

"On the left!" yelled out Pyrrha as she spied a few targets breaking through.

She swung her rifle wide and fired, her shots traveling true as she dropped the first and second of the soldiers. Nora followed up after her, lobbing a cluster of grenades into the fray. They detonated with enough force to blast their enemies into pieces. Ren finished the volley with an extended trigger pull that finished off the survivors.

"There's so many of them!" Nora cried out as another squad came rushing down the street to take the place of the fallen.

"Keep firing!" Jaune ordered, sweat now matting his brow as he loaded his third magazine.

His eyes went wide as a White Fang grunt broke through the gunfire and charged his position. Acting on instinct, Jaune threw aside his rifle and drew Crocea Mors from its hilt. He stood from his position and thrust forward, skewering his attacker as he crossed the edge into the crater. The Faunus choked loudly as a rush of blood squirted from his mouth, showering Jaune in red. His broad, shocked eyes watched as the man he killed struggle and fall still. Huffing, he swung the corpse to the side, his pulse pounding in his ears as the act came crashing into him.

" _Focus Jaune! Focus!"_ he thought to himself as he shook the stupor.

Grasping his rifle once more, he rejoined the storm of gunfire out of necessity. At last, the tide of White Fang started to show signs of slowing down, but with that new reprieve came a new threat.

"Grimm!" screamed a soldier.

Winter's gaze shot skyward as a large flock of Griffons came swooping down upon them. Yelling in frustration, she stood from her position and called upon her Semblance. An array of glyphs formed behind her and from them she summoned a flock of miniature Nevermore, the apparitions speeding forward and smashing into the attacking Grimm like missiles. The Griffons shrieked as they tried to fight back, but Winter's summons were far too small and agile.

"Gun them down!" she roared, prompting several soldiers to turn their rifles skyward.

Ren joined them, his SMGs high rate of fire serving him well as he raked volley after volley of bullets across the night sky. He kept the trigger squeezed until his magazines ran empty with a tell tale click.

As the last griffon fell, the defenders took a moment to catch their breaths as a lull settled upon the battlefield. Smoke drifted across the ground, curling around the mangled bodies of their attackers. Panting from the ordeal, Jaune collapsed backwards against his team's crater-turned-fighting-hole, the barrel of his borrowed rifle steaming.

"Contact on the left," came a drawling comment from a soldier.

"No shit," came another's sarcastic reply.

"We made it," Nora cheered quietly with relief, the normally peppy and energetic hammer maiden displaying an uncharacteristic level of fatigue.

"For now," Ren added as he sat next to her.

Jaune idly noticed that their hands intertwined as the monk settled, but chose not to comment.

"I have a feeling that's not the last of them," the knight commented as he collapsed in their fighting hole.

"Jaune... are you okay?" she asked with concern.

The knight was pale in the face, brow matted with sweat and blood. His gaze was distant as he leaned against the gentle slope of the crater.

"We... we killed them... we-we really killed them all," he whispered as he lifted his gaze to meet Pyrrha's. "They're dead. Every... last one of them. And they were going to kill us... they... they..."

He felt his stomach churning once more, and this time he couldn't do anything to suppress it. He scrambled out of the crater and off to the side, away from his team as he emptied his stomach on the ruined asphalt. Pyrrha rushed up to comfort him, placing a gloved hand on his back with soothing, rubbing circles.

"Hey green horn! Pull your ass together, the night's not over yet!" he heard a soldier heckle him from down the line.

"Stow it, Corporal! He's not one of ours!" Winter quickly berated, placating him into silence.

Winter strode across the line to join Team JNPR. She too had looked plenty worse for wear. They could see everything up close. Her jacket was torn, with stains of blood and dirt smudging the once pristine fabric. Her eyes, while remaining sharp as ever, were still slightly sunken and gaunt. The battle was wearing heavily on everyone.

"Are you alright?" she asked.

"I just killed people," Jaune spat back. "How do you think?"

"I think you need to take a deep breath and step back. This battlefield is no place for the faint of heart," Winter replied levelly.

"This is my _home_ ," Jaune argued. "I can't just leave."

Winter narrowed her eyes. At least he had some spirit.

"Then steel your nerves, because that wasn't the last of our enemy."

As if in direct response to her lecture, the mortars resumed their bombardment, accompanied by the manic screams of White Fang.

"Look alive, Arc! And get your team into action!" Winter ordered as she left to rejoin her troops.

Jaune swore as he returned to his fighting hole, grasping his rifle once more. The nightmare continued.

* * *

 **A/N: Part two is completed and released. Team JNPR takes the stage front and center as they're thrown into a battle they've not trained for. War has come, and like Adam has cryptically warned Ozpin in his office, this is not the type of battlefield they were expecting. It's easy for us as viewers to write off the White Fang as faceless nobodies, so I wanted to make a point here for our heroes to experience the full weight of taking a life. Considering he's the least experienced, I focused on Jaune's perspective of the battlefield, to put the reality of his job at odds with his dreams of being a hero. I also touched upon Pyrrha's own fear, giving him someone to relate to and driving home the point that she's still a teenager just like him. The Spartan Queen was baptized in the arena, but not in the trenches.**

 **I hope this chapter was to your liking. As always, if you want to show your support, hit those fave and follow buttons, and feel free to leave a review or a PM if you want to share your thoughts on this latest entry. See you soon!**


	47. Awakening

**Disclaimer: I do not own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

Adam stood looking out across the City of Vale, arms crossed and visage calculating as he observed the battle unfolding from the solitude of the Wall. The Atlesians hadn't surprised him with their choice in tactics. They crowded around their grounded ships, clinging to the technology and intelligence hidden within, rather than aid their allies in stopping the Grimm from swarming into the city. His silver eyes, hidden away by his ever present mask, descried unhindered with aid of his Caelesti Sight and yet his brow still furrowed at the events unfolding.

The Atlesians were more stubborn than he anticipated, their lines holding strong against swarms of Grimm and constant assaults by his own troops. They had hope of survival, a hope he desired to crush with impunity. He could also feel Cinder battling against her counterpart near Beacon Academy, as well as the countless thousands of Grimm his mistress Salem had sent to retrieve what she called "the Relics" with one of which supposedly hidden deep beneath the school. The notion intrigued him, but remained little more than just a passing thought. Such relics were directly tied to the Maidens, individuals whom he in contrast had no ties towards, and especially not with Cinder. Salem desired the Relics, and he desired domination over the Human Race, a race she loathed even more than he. He glanced back towards his little brother, his captive.

"Do you know... Raine," he began, "why the Caelesti had splintered? Why they abandoned their duty as protectors of the Maidens and allowed the Grimm to roam unchecked across the world?"

Raine remained silent, concentrating only on freeing himself, a slow process if he was to do so with any level of discretion with Adam so close. He was completely at the man's mercy right now. Adam continued in the boy's silence.

"It's because of this. War, conflict, bloodshed, destruction. It is a needless and yet... vital part of human life. Civilizations rise... fall... are destroyed and rebuilt time and time again across the millennia. Mankind's rampant thirst and desire for destroying itself had torn this world apart, driving its tribes to the brink of extinction, to where the very seams of the earth had been ripped asunder and all semblance of days past had been wiped away, leaving precious few survivors to wander the wastelands. The Gods themselves were forced to intervene. In an instant, they had halted the fighting and contemplated what was to be done to your species, what sort of punishment would befit a race so keen on punishing itself. Some proposed that you should be wiped clean of the planet, as a race that can only consume, destroy, and reproduce had no place in the laws of the Universe, but others took... pity on you, if it could even be called such."

Adam scoffed at the notion.

"Two Gods, two brothers, had convinced their fellow deities to leave Remnant in their hands, to prove to the other Divines that you were a race worth salvaging, yet their methods differed in the most polarizing of ways. One brother, the elder, believed that if you were exposed to only the good of the world, you would learn to love and appreciate it for what it was, forgetting your violent tendencies, while the other, the younger, believed that only a baptism of fire and pain would cleanse you of your sins. The two bickered and argued, all the while subjecting Remnant to their influences. On one side of the planet, lush green fields and vast forests and oceans teeming with life saturated the world, while on the other entire mountains were brought low and deep trenches were carved into Remnant's skin. Ironically, the conflicts of two Gods were bringing similar pain and torment to the very creatures they were entrusted with protecting."

The fallen Caelesti turned his back to the carnage infesting the city below and focused on his captive.

"The Two Brothers then came to an agreement, realizing that only a balance could solve this world's problems. A test was then developed to not only convince Humanity that there was good in the world, but to protect it as well. Thus the younger brother provided a solution. He created the Creatures of Grimm, an endless, unstoppable scourge with only one purpose in life; the destruction of Man and all of his creations. They were the perfect killing machines... perhaps _too_ perfect. Man was driven to the brink once more, desperately clawing at life, struggling to survive. The younger brother was pleased with his work and soon departed, eager to tell his fellow Deities that Mankind had failed and was finally dealt with. His brother disagreed."

Adam dropped to a knee in front of Raine, staring into the boy's silver eyes with his own. Raine averted his eyes, a shiver crawling up his spine. He could _feel_ Adam's darker aura radiating from him. Adam grasped Raine by the chin, forcing him to meet his gaze.

"He gifted the most powerful of Mankind with the Silver Eyes; the first Caelesti. With a divine blessing in hand, Mankind's champions rescued them from the darkness, banishing the Grimm and bringing your species into a new Golden Age, one they had never seen before."

Adam sneered once more as he shoved Raine's face to the side, and rose to his feet.

"It was a waste. As time went on and more Grimm were beaten back to the darkest corners of the world, Mankind turned their aggressions inward, splintering into separate factions and Kingdoms once more. Peace had only made humans suspicious of each other. How could true prosperity ever exist when all they've ever know was war? The very idea was ludicrous, unnatural. Against the wishes and guidance of the Caelesti, they turned on each other, fighting for territory and resources, fighting over trivial disputes and perceived injustices. Many Caelesti sought to quell the fighting without violence, acting as mediators and ambassadors between the various tribes, but it was all for naught. The greed of Man was too insatiable to feed. In time, the various kings, chiefs, and warlords of the Human Tribes turned against the very same Guardians that delivered their people from the Grimm, capturing and executing the divine warriors in witch hunts for hindering their quests for power; crimes against the crown. The survivors fled, escaping to the uncharted wilds of Sanctus, vowing to never again aid Humanity against the re-surging tides of Grimm."

Adam crossed his arms, glaring at but one of many monuments that Mankind had built in their endless defiance.

"Humans... they are a disgusting, cruel, and selfish race, seeking only to advance their own desires and ambitions, no matter what the cost."

"And you're any different?" Raine growled back. "We had peace. For over eighty _years_ we had peace. In one month, you threw all of that away. You destroyed the peace that we've worked so hard to build."

" _You_ had peace!" Adam roared suddenly as he rounded on the younger Caelesti. "You disgusting, retched humans sat in safety and comfort behind your walls, while _my_ people were forced to scavenge scraps in the gutters! These walls... these streets... these buildings... _all_ of these were built by Faunus hands! Our reward for fighting alongside you during the Great War was _slavery_! My people have been crushed, beaten, ground and broken beneath Human heels, and when we finally gained the strength to fight back and _win,_ we were corralled like _animals_ to the furthest corner of barely hospitable land to be forgotten and starved!"

Adam strode forward and sent a vicious hook into Raine's temple. The boy reeled backwards in pain with a gasp.

"Peace is a _lie_!" Adam hissed as he leaned over Raine's panting form. "Only through our passion, blood, sweat, and tears will we ever gain true strength, a strength that will grant us great power, and only through _that_ power shall we achieve victory! When this is all over, our chains will finally be broken; we will be _free_."

Adam glared down upon his younger brother.

"When your species is dead... only then will we have peace."

He then drew his blade from Blush with a faint ring, a gleaming black katana with a blood red edge, a fitting replacement for his old blade Wilt. He had failed to recover his chokutō before the mountain was destroyed, but in hindsight a new blade was the perfect way to begin a new chapter in life. Blush had been simple enough to modify to account for the longer sword, and his mastery of Iaijutsu was complimented fittingly by the extended reach. He held its tip to the faint, slightly pronounced outline of Raine's jugular, a shining thorn ready to cut the careless hand. Yes, Thorn was a fitting name of the sword that would cut the hands of his species' age old master.

"You're a noble warrior, Raine. I can respect you for that," Adam stated as he pressed Thorn ever harder against his little brother's neck. "But you're also a threat to my campaign. I had expected you to perish from your wounds last we met, but you've stubbornly survived. I underestimated you on that mountain; I shan't make the same mistake twice. This time I will finish it."

Raine glared upon the man standing before him as Adam reared his sword hand back, blade gripped tightly in his grasp. The boy focused harder on the wind current presently cutting away at his bindings, but he slowly realized the effort was in vain. He wouldn't be free in time.

"This is the end," Adam declared. "Farewell little brother."

Raine braced himself as Adam's blade came down upon him, poised to take his head off, but the blow never came. Adam grunted with discomfort as a pair of barbed chains wrapped themselves around his wrist, halting his attack mid-swing. He turned to face the perpetrator responsible.

"Get away from him," Arianna growled as she tugged back on her chains.

"Ari! Get out of here!" Raine yelled in alarm, but Adam was already moving.

He swapped Thorn to his free hand and with a quick slash, cut Arianna's chains free of his wrist. He immediately rushed her in a burst of speed, his form blurring from sight. Ari's eyes widened in fear as he closed the distance with unfathomable speed as she scrambled to defend herself. Thankfully, the large and burly form of Cyan landed between the two, the man blocking Adam's draw with the broadside of his gauntlet. The force of the blow sent the man skidding backwards into Arianna, knocking her from her feet. Fortunately for the both of them, Adam didn't immediately continue his assault.

"Impressive," he complimented as he sheathed Thorn into its hilt. "Most impressive. Few are able to follow my speed, let alone intercept it. I had taken great care to ensure that we wouldn't be tracked when I brought Raine here, and yet the two of you had found us anyway. How?"

Cyan growled menacingly as he extended Baal's claws. They buzzed with tendrils of electricity.

"We don't answer to you," he replied defiantly.

"All that you need to know is that we'll be walking out of here with him," Arianna added in kind.

Adam chuckled sardonically.

"A noble effort to be sure, but ultimately fruitless," he chided.

Raine felt fear grip his heart. If his team stayed here, they would be killed. He threw caution to the wind and with a burst of aura, broke free of his bindings. Leaping to his feet, Raine rushed at his former brother with a cocked fist. He never crossed the distance for Adam had turned on his heel and raised a hand. At his command, the violet miasma had erupted from the ground, its form taking the likeness of chains that wrapped around Raine's body and dragged him to heel.

"Raine!" Arianna cried out in alarm.

"Curious..." Adam mused. "You seem to care for these two a great deal. I must say this turn of events is becoming quite fortuitous for me. I believe it's time I finally kept my promise, dear Raine, by destroying everything you cherish most and I shall start... with your friends."

With that declaration, he lowered into his opening stance, crouching ever so slightly with his drawing hand wrapping firmly around Thorn's hilt.

"Now... shall we begin?" he declared to his two challengers.

Adam leapt into action, closing the distance in the blink of an eye and aiming for Cyan first. The lion's eyes widened in shock at the swordsman's speed as he hastily raised Baal to block the draw. He managed to brace himself against the attack, Adam's blade lashing out with enough speed and force to knock Cyan from his feet and skidding backward. Arianna then moved to intercept Adam, lashing out with what remained of her chains.

The fallen Caelesti moved with ease, his form blurring with slight afterimages as he danced between her lashes. Her chains struck harmlessly upon the concrete of the wall. Gritting her teeth in frustration, Arianna switched tactics and spun on her heels, whipping her chains around her like a hurricane. These too failed to strike her opponent as he jumped high into the air. Channeling his aura through Thorn's blade, Adam drew once more with a wide, falling slash. From its edge erupted a blood red crescent of energy that screamed towards the terrified girl.

Arianna quickly rolled to the side as the beam carved into the floor next to her, its heat leaving behind a molten gouge as it continued to carve deeply into the Wall. As she made a hasty recovery, Adam was upon her once more, flashing into striking distance a second time and catching her off-guard. Fortunately, Cyan had returned to the fight. With a roar, he threw a vicious punch towards Adam, the blades of his gauntlet coming dangerously close to tearing into the swordsman's chest and forcing him to block the sudden attack. A loud clang of steel rang out into the night sky as the two weapons connected, the sparks of electricity jumping out and causing Adam's aura to flare.

This time, it was Adam who was forced onto the defensive as Arianna and Cyan rushed him as one. He swung Thorn in wide arcs and quick draws as he parried away chains and claws. A furious clash of steel resulted, their forms becoming a steady blur as his two adversaries drew upon their Breakthroughs. Cyan's Faunus fangs enlarged, his face taking upon a more bestial appearance including feline slits for pupils and dark whisker markings along his cheeks, his hair standing on end as his body exuded a roiling, light blue aura. Despite this, he grasped tightly upon the human half of his soul. He couldn't afford to draw upon his lion form against an opponent like Adam, and his still tender chest wound throbbed in protest, shaking his concentration. Arianna was similar, a golden aura enshrouding her. She couldn't hope to mimic Cyan's beast form, but the power increase nonetheless enhanced her Faunus senses, including those more primal instincts hidden deep within.

With their tapping into Breakthrough, each attack that followed came with ever increasing speed and power, to the point where the ground was splintering beneath their feet. Even still, Adam continued to meet them blow for blow, pooling the excess energy from their clash within Thorn's blade, its length glowing a steady, menacing red. He would make this battle a true spectacle to behold.

Shifting his weight, Adam back-stepped in a flash, throwing his opponents off balance at the sudden distance between them. Capitalizing on their disorientation, Adam shifted gears once more and rushed forward with a quick-draw, his form blurring out of sight as he phased between the two. Arianna and Cyan had only a moment to react when a delayed strike carved into their bodies. They collapsed to their knees in pain as their auras sparked furiously with gold and light blue tendrils, their defenses shattered with his blow.

"I have a small secret I would like to share with the two of you, if you would like to hear," he asked leisurely as sheathed Thorn with deliberate, arrogant ease and turned to face them. "This blade allows me to project my aura in ways Huntsmen can only dream about, its reach far greater than anything a mere katana can manage. Observe and despair."

He lowered once more into his opening stance and proceeded with a rapid sequence of quick-draws, his attacks little more than flashes to the naked eye. What followed was a horrific bloodbath as Arianna and Cyan were assaulted by phantom blades cutting across their bodies. They screamed in pain as each draw had cut with minute precision, the swordsman holding them in his mercy as he took calculated, meticulous strokes. He wanted to prolong their pain for as long as possible, make these human sympathizers suffer in front of their dear team leader, but it wasn't only his streak of sadism that kept him from ending the battle in an instant. Rather, he still desired to know how the pair had managed to find him.

He made sure to discard Raine's weapons and scroll, so unless there was something else he had overlooked, their perch should've been impossible to find... unless...

Resolving to find his answers rather than feed his inner sadist, Adam halted his assault, leaving his victims stumbling and dripping with blood as their auras desperately struggled to repair the damage. He would aim for the prodigal son of the Gideon family first. Drawing Thorn once more, the fallen Caelesti lashed forward with an upper cut, sending the Lion of Vacuo spinning into the air.

"Cyan!" Arianna yelled out as Adam rushed to follow him.

Cyan heard her cry and struggled to right himself as Adam bore down upon him. Roaring in pain and anger, the lion swung forward with Baal but his opponent phased out of sight once more, flanking him with ease. He was simply too fast to hit when the man had freedom of movement. He hoped Arianna would come to the same realization. For now though, he was forced to brace himself and pray, the warrior digging into a second wind of his aura reserves to raise a hasty defense as Adam resumed his assault.

He began with a staccato of thrusts, form glowing a blood red as the swordsman tapped into his own Breakthrough. So rapid and relentless was the attack that Adam kept his victim suspended in midair, the constant strikes and withdrawals rapidly draining away Cyan's struggling aura. Adam then launched himself like a pinwheel, carving into Cyan's chest and sending him plummeting back towards the ground.

Arianna couldn't bear to watch her teammate being tortured in such a manner, so she willed her muscles to obey with a burst of aura and swung forward with her chains, a savage yell erupting from her throat.

"What?!" Adam gasped out as the golden links wrapped around his arms and torso, binding his movements.

She roared much like her partner and yanked downward, pulling Adam into the ground with a resounding crash. She didn't stop, her form alight with aura as she whipped him about with savage brutality, dragging him across concrete and into a nearby guard tower. Anger rippled through her form as she took every advantage she could think of while Adam was still in her grasp. Finally, with one last burst of power, she swung her victim over her head and brought him crashing down in a heap between her and Cyan, whose gauntlet was glowing menacingly with a full power plasma blast.

"Now!" Arianna bellowed as she pulled tight on her chains and kept Adam in place.

He fired on her command, a roaring blast of white hot energy erupting from his wrist mounted cannon. Adam struggling against his bindings, fully aware that such an attack could very well kill him if he couldn't block in time. He shouted in rage as his darker aura... the miasma... enveloped him with its embrace, granting the strength he needed to break free of Arianna's chains, much to her shock. The sickening aura corroded her chains in an instant, freeing his arms and allowing him to draw Thorn just in time to catch Cyan's blast.

Team ARC watched in horror as the swordsman stood firm against the assault, Cyan's energy swallowed whole by Adam's blade, his Semblance granting him all the power he could possibly need. His hair, the red markings upon his clothes and the intricate design on his mask glowed brightly with the stolen energy. Dumbstruck that his most powerful attack had been negated so easily, Cyan roared and rushed forward, immediately morphing into his beast form in a blind rage. A dark chuckle bubbled up from Adam's throat; checkmate.

"Cyan! Stop!" Raine begged, his cries falling on deaf ears as Cyan plowed ever onward.

Adam countered with one last draw and his trump card; Moonslice. The passage of time seemed to wane, Raine's heart pounding in his ears as he watched helpless from his prison. Thorn struck Cyan across the chest, releasing his energy in a devastating final blow. The lion's eyes widened as the blade connected, knocking him backwards with an opposing force. His flight however was short-lived as the light vanished from those very same eyes, the destructive aura coursing through him. Spreading from the largest and most pronounced cut in his chest, a spiderweb of cracks rapidly enveloped his body, each break in the skin exuding a dark red light. A chill coursed through both Arianna and Raine as they watched their oldest friend and teammate be reduced to ash and scattered into the wind.

Adam remained impassive as he calmly sheathed Thorn, its hilt making a light snap as it slid home. He then rounded on Arianna's petrified form.

"You're next, girl," he declared as he approached her.

"Stop it! Don't you dare touch her!" Raine screamed in anguish, his eyes alight with furious power, desperate to save his remaining teammate.

He struggled and thrashed against his bindings, and yet the hellish chains held fast, keeping him locked in place and leaving Adam free to carry out his executions. Raine's bellowing seemed to snap Arianna from her trance, and as she found her nerve once more, she cried out in her own anger as she whipped her chains forward. Unfortunately, Adam was done leading her on as his hand snapped up to snatch the golden links midflight. He pulled with tremendous strength, yanking her from her feet and into a waiting kick. The wind was driven from her lungs, spittle and drops of blood bursting from her mouth.

Adam then grasped her by the hair before she could collapse upon the ground, and dragged her back to her surviving, near sobbing teammate. The sight of her horrified Raine. She was battered, beaten, broken and bruised, her body riddled with lacerations and hardly recognizable from the stunning and selfless Huntress he had grown up with. She was driven to her knees as Adam yanked her head backwards, forcing her and Raine to look each other in the eyes; nothing but pain and sorrow.

"Raine... I'm so sorry," she murmured with Adam's grip holding her firmly in place. "We tried... we tried so hard, but we failed you."

"Ari, save your strength," he pleaded with tears in his eyes. "I can get free, I can still save you, I-"

She shook her head sadly, at least as much as Adam would allow.

"We both know that's not going to happen, Stormcloud. I told you; don't make any promises you can't keep."

Adam remained silent and allowed Arianna to continue, his curiosity piqued.

"This was the only way. This _needed_ to happen, and I've come to peace with that."

Raine shook his head, vehemently denying her confession.

" _None_ of this needed to happen!" he pleaded. "Arianna, you're throwing your life away by coming here!"

"But I'm not," she responded with a sad smile. "I came to save one of my precious people, but I realize now my life isn't going to save you. Not fighting, not running, but dying. This needs to happen so that you and Ruby will save us all. I've seen it now, it's become so much clearer, and it brings me peace knowing that my sacrifice will just be the beginning."

"You've seen it..." Adam rumbled from above her. "So that's how you managed to find us. You've seen this before because you're a Seeress. Aren't you full of surprises."

Arianna mustered the strength to force her head against his grip, her sky blue eyes staring back at him in defiance.

"I've seen you as well, Adam Taurus, and this crusade of yours against Humanity will not last."

Adam sneered down upon her.

"Is that so?" he growled in response to her condescending tone.

"Your early triumphs will be overshadowed by your cruelty, horrifying humans and faunus alike and bringing scores of Grimm to your borders. They will unite against you, your tyranny becoming the driving force that will finally bring together our people and theirs, to usurp the Mad King. One by one, your closest advisers and companions will abandon you, as your quest for retribution is overtaken by spite. You will die alone, and you will be forgotten as another terrible remnant of this world."

"Is that what the Gods have told you, Seeress?" Adam whispered to her, just loud enough for Raine to hear. "Can you really see the future with such clarity? If so, then answer me this question; do you know how you're going to die?"

Arianna let out a mirthless chuckle.

"It doesn't matter, because I believe in destiny. Do you?"

It was Adam's turn to chuckle.

"No. I forge my own."

It came without fanfare, without warning or mention. Adam drew Thorn, the blade ringing in anticipation and he brought it low. The blood red edge then came across, cutting out Arianna's eyes with his cold precision. Her shrieks of agony felt like knives being driven into Raine's chest, the boy forced to watch her torture as hate bubbled up inside of him. The gavel finally fell with the executioner's verdict when Adam grasped her by the collar and tossed her over the side of the Wall into the dark forests below, her screams fading away in the darkness. The following silence that reigned between the two Caelesti was deafening, save for the whistle of a chilling breeze washing over them and the distant staccato of gunfire in the city below.

"Worry not dear brother. You shall be joining them in the Afterlife soon," Adam spoke as he wiped Thorn clean of blood with his fingers.

He did not answer him, too overcome with anger for the man standing before him, the man who murdered his team. Raine forced himself to his feet, head bowed and shoulders shaking as he muscled through his restraints. His aura rolled from his form, the roiling blue energy shrouding him in power as his eyes flashed with silver light.

"You... you ruthless... heartless... bastard!" he growled through gritting teeth as he clenched his hands into fists.

A burst of energy erupted from his body, shattering his bindings with bright light. This wasn't Breakthrough he was drawing upon. It was something older hidden deep within himself, an unbridled power coursing through his veins that he eagerly welcomed. Raine's anger became his lifeline, and Adam the focus of his fury. It began much like a fledgling storm, the wind currents surrounding him spinning at an ever increasing pace. The pressure his aura was exuding doubled, cracking the concrete slabs beneath his feet and adding their fragments to the whirlwind.

Adam watched on in growing fascination as dark storm clouds billowed overhead, manipulated by the wind currents presently at the mercy of Raine's Semblance. With them came thunderclaps and bursts of lightning, several of which striking the Wall dangerously close to the two swordsmen. An energy hung in the air unlike any the world had seen in countless years.

"I will make... you... suffer!" Raine snarled as his eyes glowered even brighter than before.

He could feel his power rising, his aura radiating from his body in waves. It crackled throughout the air, a hurricane surrounding him and engulfing the entirety of the Wall. Steadily, his body rose from his position, suspended a scant few inches above the broken ground. A searing heat tore through him, but he didn't care. It was welcoming and familiar, a heat he had merely brushed upon in the past. It felt so similar to the day he had first awoken his eyes, except now his Caelesti blood wasn't being stymied by inexperience. This time, the proverbial floodgates had been broken and he allowed it all to rush out at once.

Raine screamed with an ear shattering release, throwing his hands down to his sides as a bright pillar of light erupted from his body and tore upwards into the night sky. Thick tendrils of silver aura burst from his eyes and enveloped him in a bright, cocoon-like shroud, nearly blinding Adam even through his mask. The earth rumbled beneath his feet as divine power washed over him. His aura flared in his defense as even the excess energy possessed a searing heat that would easily blister his skin.

"Incredible..." he breathed in awe.

* * *

For miles around, all eyes had been drawn to the mighty beacon that had suddenly roared to life upon the Southern Wall of Vale. Humans, Faunus, and Grimm alike took pause to behold the spectacle taking place. Down in the streets surrounding the Radiant Dawn, the fierce fighting came to a screeching halt in the wake of the mighty ray of light that turned night into day. No one could explain the phenomenon, but the insurmountable change in the air was clear to all.

Team JNPR rose uneasily from their trenches, the lull in the fighting granted them a small window of security.

"Man, I'd really hate to be the guy in the middle of all of _that_ ," commented Nora as she shaded her eyes with her hands, her gaze drawn not only to the pillar but the raging hurricane that was brewing.

"This aura... it's unlike anything I've ever felt before and yet... it seems familiar," added Ren.

"Do you think it's one of the good guys?" asked Jaune.

"Hard to say," Ren answered with a shake of his head. "It'd be easier to tell if it wasn't so chaotic."

Pyrrha remained silent. The aura felt familiar to her too, but she didn't want to voice her suspicion, not yet. Despite her doubts, her warrior senses... her instincts simply refused to leave her be, against the wishes of her rational mind that was presently trying to remind her of the the battle they were currently fighting, unintended ceasefire or not. It wasn't until that initial burst of aura finally reached them, washing over the battlefield with an energized wind that her mind was finally silenced. It was a surreal feeling that blanketed over her. She felt power to be certain, confidence and focus, but most of all she felt anger... anger and pain, so much pain. Her heart ached as the source became blindingly clear.

"It's Raine," she uttered just loudly enough for her team to hear. "Raine is the source of that power."

"What? No way!" responded Nora with denial. "Blue's strong but there's no way he's _that_ strong! I mean, just look at the Grimm! They're practically shivering!"

"Yes... shivering in _fear_ ," Ren was quick to point out. "That should be impossible. Grimm don't feel fear."

Sure enough, the great gust of aura enhanced wind had driven the random creeps and beowolves into a disconcerting state of terror, the beasts left trembling and making agitated whimpers and moans as if a great pressure was crushing down upon them, something that almost every soldier took note of.

"I can't explain it," Pyrrha continued. "But one thing is clear to me; Raine is at the center of that light. I've felt this power before, back in Professor Goodwitch's class when we sparred. I felt it when his eyes began to glow, but it was a mere shadow, a whisper of the strength I feel now."

Jaune's memories started to churn with his partner's explanation, and with it clues began to click together.

"Wait... Ruby said the the two of them were supposed to be the last of some warrior bloodline, right?" he asked. "Are you telling me that's the kind of power they have?"

Pyrrha nodded.

"The Silver Eyed Warriors. I had first heard the legend when I was a little girl, but never truly believed it until I met those two. Warriors of such great prowess that the strongest of them all could slay Grimm with a mere look."

She spoke louder this time, her words drifting across the trenches and drawing the attention of both the Atlesian soldiers and the White Fang. They listened with rapt attention.

"My father once told me that long ago, they were all that stood between Humanity and the Creatures of Grimm, as though they were our species very own guardian angels. One would always appear in times of extraordinary crisis, and with their divine light the forces of darkness were banished, to never rise again. They were our champions, our protectors, and in time they taught us how to wield our aura and become the Huntsmen and Huntresses we are today. To see one now, even if it's just at this distance..."

She trailed off, unable to find words to describe the moment. Should it be elation? Happiness? Exhilaration? No... none of those seemed appropriate, because right now there was only one emotion she felt rolling across the city.

"He's in pain..." she spoke softly, her voice carrying a slight tremor. "He's feeling so... much pain... and anger. I feel as though something terrible has happened."

Jaune felt his blood run cold, the knight turning to face his partner with worry. Now that she had said it, he could feel it too. It was chilling to the bone... he could even hear his friend's cry of anguish; it tore through his heart. Silver Eyed Warriors... Caelesti... they were supposed to be divine warriors of light who fought for good, but could they also feel wrath? Could they too be pushed into madness just as any other human? He didn't want to entertain the thought, and voiced as such.

"I have a bad feeling about this."

* * *

In the charred ruins surrounding Beacon Amber looked down upon her younger sister with a multitude of emotions, a woman who kneeled there damaged and without hope. Sadness, remorse, pity, anger, perhaps even hatred... the Maiden couldn't even begin to sort through this conflicting storm. Only one thing was clear; the power Cinder had stolen had disappeared with Ozpin. There was no ache, no trace of the feelings of emptiness or longing that she experienced before when her power was split. It was simply... gone. Perhaps the headmaster, the old wizard, had taken that power to the afterlife with him. She couldn't fault him for that choice. He had hoped his gifts would be used for good, but to see someone who had fallen so far take that gift and use it to kill the innocent had to have been distressing, and for a fleeting moment, she wasn't sure what she should do now.

"Cinder..." she said with her voice trembling. "I'm sorry. I'm so... so sorry."

"Shut up..." the faux Maiden hissed in pain.

"I failed you," Amber continued. "I failed you as a sibling, as family."

"I said shut up!" Cinder screamed with tears running down her face. "Don't you _dare_ try and pity me Amber! Is this what you wanted? To see me brought to my knees, shattered and broken? Does it feel good knowing that you and Ozpin were _right_?!"

"I never wanted this!" Amber plead with her. "I never wanted _any_ of this! I never wanted this power... I never wanted us to drift apart like we did... I never wanted to hurt you like I did. What could I have possibly done when this kind of responsibility was thrust upon me anyway?"

Her body was trembling as she shuffled closer, startling Cinder by her movements.

"Get away from me," she sneered, but the biting comment fell upon deaf ears.

"Cinder... please," Amber begged. "Let me help you. Let me make things right between us."

"It doesn't matter what you do. After this my life is forfeit. I can never go back to Salem after this failure, I can never return to being a Huntress, and I certainly can't go back to being your sister. Your only choice will be to kill me."

"Yes you _can_ ," Amber continued. "I can still feel some good in you. It's faint but I know it's there, and you've only forgotten. I can save you!"

"I said stay away!" Cinder cried out as she tried to scramble backwards, but she was too late.

Amber had closed the distance and fell to her knees, and wrapped her estranged sister in a tight hug, shocking the faux Maiden. How? How could anyone treat her like this? Twice now she had attempted to kill her sister, twice she had almost succeeded, and yet Amber still felt deeply enough to try and save her? Amber had every right more than anyone else to end her in an instant, and now, loathe as she was to admit it, had every opportunity to do just that. So why? Why, out of all the things she could possibly do, why was she _hugging_ her?

"Just let me help you..." Amber whispered one more time as she buried her face into Cinder's shoulder.

"Sister..." Cinder murmured as she felt her shoulders tremble.

She didn't deserve this. She didn't deserve any of this.

"Amber!" came another voice, breaking the two siblings out of their moment.

Amber turned at the sound of her name to see Ruby and four other girls running up to them. The first three she immediately recognized as Ruby's teammates Weiss, Blake, and Yang, but the fourth... the android girl from the arena she hadn't expected to follow, much less to be back in one piece after her shocking dismemberment on live television. She felt a flood of relief course through her at their arrival.

Ruby, for her part, was overjoyed to see the Maiden still alive and in one piece, but her companion had her grinding to a halt. She immediately drew Crescent Rose and brought it to bear in a threatening manner towards Cinder Fall.

"You get away from her," the young rose growled uncharacteristically, shocking her friends.

"Whoa! Relax sis! Who are these women anyway?" Yang intervened as she tried to get her sister to lower Crescent Rose.

"Amber, the Fall Maiden and Raine's long lost mother, but the woman behind her... that's the woman who tried to kill her," Ruby answered as her silver eyes began to flash.

"What?" Yang growled menacingly as her demeanor changed.

The girls looked upon Amber in shock followed by confusion as the Maiden rose to her sister's defense.

"Ruby, it's alright," Amber said as soothingly as possible. "My sister isn't going to harm us, not anymore. Ozpin sacrificed himself to save us."

Ruby looked at her incredulously.

 _"Sister?!"_ Ruby and Yang echoed with disbelief.

Cinder averted her eyes and grumbled.

"Speak for yourself... he sacrificed himself to save you and stop me."

"What do you mean _sacrificed?_ " Weiss interjected. "Are you telling us he's dead? Why?"

"That flash of light... those explosions... what happened here?" added Blake.

"It's a long story, one that we have little time to share," Amber answered. "For now, all I'm able to say is that Ozpin died to protect us and this school. We can't let his sacrifice be for nothing."

Amber then rose to her feet and with a small gust of wind, summoned her staff to her hand. Her other hand reached down and grasped Cinder's, coaxing her to her feet as well, a command she obeyed reluctantly. Ruby took a step back, wary of the faux Maiden that Amber seemed to have given a clean slate. A part of her wanted to strike out with Crescent Rose anyway, but when rebuffed by the way Amber had positioned herself between them and the utterly broken aura Cinder seemed to be exuding, that feeling of misplaced justice was replaced with pity. Her gaze lifted from Cinder's broken face to Amber's pleading orbs. She relented and collapsed Crescent Rose, returning the scythe to its home at the small of her back.

"If we're leaving then we need to leave now before the Grimm come back," Ruby stated. "There should be one more shuttle at the docks. That should be our ticket out of here."

"Hold on Ruby. You're not seriously trusting this woman are you?" Weiss cut in, her tone directed at Cinder.

"I don't know," Ruby answered truthfully. "But Amber trusts her. That's enough for me. Besides, she's right. Cinder can't harm us now, not the way she is. Killing her would be wrong, and leaving her to the Grimm would be cruel. We're Huntresses, and I still think Huntresses can be heroes, and heroes help people. We're here to make the world a better place, and if we can help one life return to the light, then we can help others too. So that's what we'll do."

Weiss pursed her lips, not sharing her partner's optimistic view on the situation, but stood down nonetheless. She had trusted her this long, and the rose thus far hadn't led them astray, not in any such way to warrant losing that trust. Yang, on the contrary, felt her heart swell at her little sister's words. She was too good for this world, too pure, and yet she felt that was exactly what the world needed. She couldn't be more proud. As for Blake... she felt the stirrings of hope in her soul, the kind of hope she hadn't felt in years, a hope that was sullied and buried beneath years of disillusionment. It gave her hope for the future that peace, true peace could be a reality, and if Ruby was to be the driving force of that hope, then she would do everything she could to help her.

"Thank you Ruby," Amber sighed with relief.

The young rose gave the Maiden a small but genuine smile. Things were going to get better now. They had to, but a small tug on her sleeve broke her thoughts.

"Ruby?" Penny asked with warning. "My sensors are picking up a massive influx of energy coming from the southern end of the City."

Ruby paused with a questioning glance.

"What's wrong Penny?"

"I can feel it too..." Blake added, her feline ears twitching in agitation. "It feels... strange, not in a foreboding way like the Grimm, but it's also making me uneasy."

"It's hard to say. These readings are completely unknown to my databases, but it's big. Very big," Penny explained.

"In that case," Weiss cut in, "can we stop standing around like a rabble of slack-jawed idiots and get back to the sh-"

The Heiress in turn was cutoff when a pillar of light erupted in the distance and split the Heavens, snatching the very words from her mouth before she could say them. Amber's eyes were filled with shock at the sight of such concentrated Caelesti power. Only one person came to mind who could possibly wield strength of that magnitude.

"It can't be..." she whispered. "Has Strohm come back?"

"No," Cinder said flatly, drawing the attention back to her. "That isn't Strohm. No Caelesti can manipulate Nature's Wrath to that extent, no matter how much Dust they were carrying on their person."

They followed her gaze to the massive storm-clouds billowing overhead in the distance, swirling around the light much like a maelstrom in the sea.

"You already know who that is, sister. That's your son."

* * *

Adam let his arm drop as the unrelenting light finally abated. The "cocoon" had finally shattered, revealing to him his little brother in all of his glory.

Raine had undergone an impressive transformation. The boy remained suspended in midair, silver aura radiating around him like an uncontrollable inferno. His eyes were completely alight with power, his irises and pupils having disappeared entirely as wispy tendrils of light fluttered outwards. From his back sprouted a pair of angelic wings, but unlike all the popular depictions found in books and museums, not a single inch resembled a bird's feather. Instead, they could be best described as tendrils, fingers even of pure light that fanned out behind him, easily surpassing twenty feet from tip to tip. They fluttered regally in defiance against the swirling gales and intermittent lightning bolts that surrounded and struck around him, an outward manifestation of the storm raging inside of him.

"So the Caelesti inside of you has finally awoken, _truly_ awoken," Adam spoke. "I had wondered if you would ever reach this point."

Raine remained silent, as stoic and impassive towards Adam's goading as a marble wall. He glared down upon him with righteous fury, a fury that rolled from his body in tangible waves of aura. He clenched his fists together, and in them materialized a pair of broadswords of pure light reminiscent of Tempest's dual form. He held them to his sides in an open stance, but it hardly displayed any openings that Adam could exploit. When Raine finally spoke, his voice rumbled with the power of the Heavens themselves and yet at the same time, was under-toned by something unfathomably menacing. His wrath had been awoken.

"I'm going to kill you."

* * *

 **A/N: Boom! We've finally arrived folks. We are approaching the climax of this story. Now, let's get into the juicy bits of this chapter.**

 **Character death: I've seen this story mechanic be used many times in different fics and books, but I noticed a trend in almost every fanfic that featured an OC in the adventure genre. They all had the trope "tragic" backstory that we as readers had little care for considering the OC was mostly foreign to us, and it usually was depicted as tell don't show. I myself am guilty of this in my earlier chapters when I had Raine explain to Weiss his reasons for leaving Shade Academy. I thus had a chance to redeem this beginner's flaw when I brought Arianna and Cyan into the picture fully. Now I had a chance to flesh out these OCs as characters with, hopefully, as much depth as the canon cast. That way, by the time we had reached this point for the deaths to occur, the readers are better able to sympathize with their deaths as meaningful and having a real impact on the protagonist. I hope that for at least some of you, this was something I achieved.**

 **Redemption: This is also a fine line like character death that is prone to cheese and tropes. Canon Cinder, as we currently know her, is a cruel and unforgiving woman who desires only power and revenge, and I'll take a guess that many of you would love to see her "burn". AU Cinder, on the other hand, I've sought to mirror something along the lines as a product of jealousy and inferiority. The power Salem and promised a young Cinder stoked those long dormant embers of hate that led to the woman we now see here, but with Ozpin's sacrifice, much of that influence has been stripped away. What we are left with is a vulnerable little girl whose machinations have crumbled around her, stripped of the power she held onto so tightly, a fitting punishment for her own sins. Whether or not Amber will actually be able to bring her back into the light is left up in the air, but I as a writer decided to challenge myself with this new break from Canon.**

 **Caelesti: The moment we've all be waiting for. Raine's transformation relied heavily on Cyan and Arianna's sacrifice. We see in Canon that an amateur Caelesti like Ruby Rose was able to unleash enough power to maim Cinder and petrify an ancient Grimm when she witnessed Pyrrha's death, but in retrospect, these two characters weren't really that close to each other, at least not with the way RT had depicted their interactions. In fact, I can't think of any one on one scenes between these two. But I digress. This time my challenge was painting a picture of what an awakened Caelesti would look like had the pain of loss been magnified and if the Caelesti in question had some training in controlling their power. And of course if one of the parents was a Maiden. The result is what you see here, and honestly, this AU Adam has had it coming to him for a long time. Don't expect it to be a complete cakewalk though. The battle has only just begun.**

 **Anyway, I'll admit now that the whole "end of the year deadline" is panning out to be a big fat lie. Everything is gushing out and there is literally so much more I want to try and squeeze in to tie up as many loose ends as possible. Not all of them of course since we need something to expect in the sequel, but enough to give this story closure. Even so, it's amazing how much progress you can make when you set a deadline for yourself. I've probably written more this month than the past two combined.**

 **I want to wish all you a very Happy Holidays as Christmas, my holiday of choice, is fast approaching. I'll be taking a bit of a break this weekend because of that, but once Santa has left the building, it will be full steam ahead to the conclusion of WWSE. Thank you all for your continued support, and see you next time.**


	48. Justice

**Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

It had started with the pitter-patter of a light drizzle, errant drops sprinkling across the city. They were followed by a flash of lightning splitting the swirling clouds with a bright, white light accompanied with a titanic crack of thunder. The violent fanfare of the heavens had loosed the sweeping rains of a furious hurricane the raged above Vale.

Raine paid no heed to any of this, his focus trained on the man standing resolutely in front of him, the monster who murdered his team. His fingers clenched around the ethereal broadswords that had appeared at his beck and call, their forms every bit as weightless as the wind spiraling around him. He glanced down upon them in curiosity, wondering if this was his aura given form once more, but the thought was merely fleeting. He now had weapons, and he intended to use them.

Silver eyes narrowing, he disappeared from sight with a flash punctuated by a thunder clap. He closed the distance with unnatural speed, forcing Adam to raise Thorn with a hasty block. Raine's swords crackled at the contact as they crashed against the katana, their forms giving off a searing heat that sizzled the stray rain drops into steam. The force of the blow sent Adam skidding back, his feet kicking up a wave of water, but before he could retaliate Raine had moved again, effortlessly catching up and flanking the fallen warrior on his left. A second vicious swing sent Adam careening over the wall, the man tumbling head over heels as the wind whipped around him. He snarled as he landed upon the flat roof of an apartment building and raised Thorn, now fully poised to strike back.

Raine gave chase, his wings keeping him aloft as he leaped forward, rearing his blades back as a furious roar tore from his throat, an unworldly bellow that shook earth. They fell into a furious battle, lunging, parrying, and striking against each other with reckless abandon. The enraged Caelesti spun and struck savagely, his blades humming with every pass and crackling with each contact. Adam felt his breath briefly hitch as a glowing point came dangerously close to his neck, mere inches from his windpipe. The sensation of danger, of _fear_ , was quickly overcome by anger.

His form burst with dark red aura once more as he drew upon Breakthrough. He would not be defeated here.

Adam flashed back with a step, evading another lunge from Raine, then struck forward once again with an aura enhanced quick draw. He struck true, his blade singing in flight and impacting against Raine's guard. This time it was the Caelesti who was sent tumbling back, the boy struggling to right himself in mid air before he was sent crashing into a building. Thankfully, his new wings had done much to stabilize him as he landed heavily on his feet, the soles of his boots tearing the rooftop shingles apart. His defense was continued as Adam pursued him with his own unnatural ability of flight, his dark red form streaking across the skyline to press the assault.

Adam rushed forward as he landed, closing the distance and striking with a second quick draw, but it too was parried away by a swing from Raine. Raine followed up with a vicious lunge, striking forward for center mass in Adam's chest, to which Adam responded by grasping Blush with his free hand and spinning on his heel, knocking the ethereal blade to the side. He fired a few rounds as his spin was completed, only for the offending projectiles to impact harmlessly against Raine's potent aura. It bought him only a moment of respite as Raine spun in kind, leaping into the air and crashing down with his second blade and upon Adam's guard with Thorn. A shockwave broke forth from the impact, splintering the tiles beneath their feet and blasting clear the sheets of rain, creating a brief bubble of clear air around their blade-locked forms.

"You're going to die here," Adam hissed as he struggled against his younger brother.

"Shut up," Raine growled back, his voice reverberating deeply as the scattered rain came crashing back down upon them.

He stomped hard upon the ground, kicking up a burst of wind beneath Adam's feet and sending him pitching upward. Raine drew upon his instincts, holding his arms open wide and grasping his aura much in the same way he had done to create his swords. In a similar manner, an array of blades materialized around him like a storm, their forms a bright and shining silver. At his command, the swords formed up behind him and, as he threw his hands forward, sent the blades flying towards his target in a swarm.

Sensing the impending danger, Adam managed to right himself in time to face this new assault and held Thorn aloft. He swung with minute efficiency, parrying away every blade that came close to striking him. As the last sword sailed past him, Adam refocused his aura and sent himself plummeting back down towards his opponent with incredible speed, his form tearing forward as he pooled even greater amounts of aura into his draw. This time, he was able to land a hit, his blade carving across Raine's chest with the crack of thunder.

The blow had slipped through his defenses, Adam moving with speeds that broke the sound barrier and sent the younger Caelesti through the building and down into the streets below. A gasp of pain tore through his throat as his body rebounded off of the street and into an adjacent building, down the very same street that the Atlesians were currently defending against Adam's White Fang. Raine rolled to a stop on his knees, hand clenching tight over the rapidly closing wound upon his chest. He glared up at the dark swordsman staring down upon him from atop the now ruined apartment block they had been dueling on.

"Creatures of Darkness, heed my call," Adam spoke with a resounding boom, loud enough for the entire district to hear. "Make good upon your nature, your one and only task in life, and tear apart this Caelesti limb from limb."

His voice and aura carried over into the streets, empowering the scattered and terrified Grimm to rally and resume their charge, this time the entirety of their numbers focusing on the solitary warrior left in a crater in the street, a warrior that Jaune had quickly recognized despite the immense changes his friend had undergone.

"That's Raine!" he told his team with alarm. "We have to get him out of there!"

"Stop!" Pyrrha yelled as she grabbed his arm. "You'll only get yourself killed!"

Raine paid no attention to his friends as the tide bore down upon him. His thoughts were overtaken by the incredible burning brewing within his eyes. He snarled in pain as he doubled over, his hands clenching around the hilts of his blades as power reached the boiling point in his irises until he could hold it back no longer. He roared its release as twin beams of light erupted from his sockets, tearing through the on-rushing Grimm and reducing them to ash. The Grimm who weren't immediately disintegrated scrambled backwards in fright and turned tail to run, but they too were soon overtaken by the Caelesti's immense power.

Raine let his vision swing wide, unable to see little else besides a blinding white light. The beams tore through the streets and buildings, searing molten gouges in their wake and reducing much of the city block to rubble. Unfortunately, the stream was becoming too much for Raine to bear, and he screamed in pain as he clutched at his head, his blades disappearing from his hands. He thrashed his head about, wishing for nothing else but to have the pain stop, until thankfully, his prayers had been answered. His energy expended, the twin beams fizzled out yet his irises remained alight.

Chest heaving and vision blurry, he was unprepared for the sudden slash from Adam, the Fallen Caelesti appearing before him within the blink of an eye and drawing Thorn across Raine's chest once. This time, his aura held firm despite the powerful blow that knocked him backwards, his feet dragging across the road. The duel resumed as Raine summoned a mock Tempest to his hand and set upon Adam once more.

Jaune could hardly believe his eyes as the battle between the two titans recommenced. They spun around each other with dizzying speed, every thrust, parry, and feint met blow for blow. He could feel the energy rolling from their bodies, each strike falling like a thunderclap and bathing the onlookers with waves of aura. Any normal Huntsman would have long collapsed of exhaustion as the energy output was on par with his Breakthrough, yet they continued to fight, flashing along the city block and leaving craters in their wake, and while he was immensely thankful for a fighter such as Raine on their side, he couldn't help but shudder at how easily his dark opponent matched him, because deep down he felt as though he was only beginning to tap into his power.

The back and forth was wearing on Raine's nerves, his blood-lust and thirst for vengeance growing with every passing second. In a rage, he swung hard with a diagonal slash that was blocked hastily by Adam. Thorn held strong against the blow, but the force was great enough to knock the swordsman backwards and crashing into a deserted cafe.

Adam shook the dizziness from his eyes just in time to see Raine charge him down, his wings propelling him forward with the force of a firing cannon. The Faunus had little time to prepare as Raine's gloved hand grasped him upon the mask. Without losing momentum, he was barreled through the back of the cafe, the legendary warrior handled like a ragdoll as the walls gave way like paper. Dust and debris showered down upon them as the cafe began to buckle just as the pair emerged and out upon an adjacent street. Spinning on his heel, Raine grasped hard and flung Adam towards the upper floors of a nearby apartment block, and sending his enemy barreling through the building's edge.

Adam landed upon the roof in a crumpled heap, blood spitting out from his mouth as his aura scrambled to repair the damage his body had received. The very thought infuriated him; there was no way his little brother could've amassed such power so quickly. Wiping the blood from his chin with the back of his fist, he barely had enough time to react as Raine came plummeting down upon him, Tempest crashing down hard upon Thorn and pinning Adam to the roof. The building buckled beneath their weight.

"I'm going to carve you in half!" Raine roared as he pressed harder against Adam's guard.

"Keep dreaming!" Adam snarled back as a dark light shown from beneath his mask.

In an instant, a beam of dark energy erupted from Adam's eyes, tearing off his mask and blasting Raine off of him. The Caelesti grunted in pain as his aura set to work repairing the burns that tore into the skin of his cheek, but had little time for recovery as Adam jumped back to his feet and continued the assault. They rushed each other once more, their blades crashing together with bursts of sparks.

With his mask discarded, Raine was free to witness Adam's own Caelesti powers. The fallen warrior's eyes, unlike his opponent's, was not the expected silver but a dark and menacing violet. The darker energies that flowed through his body flared with his Breakthrough, the dark violet aura mixing with the natural red of his own natural powers. The power extended across Thorn, doubling the katana's length and giving the blade an eerie red glow.

"I will _not_ be beaten here, not by you!" Adam shouted to the Heavens as he swung an uppercut slash towards his younger brother.

The blow sent Raine tumbling skyward, his body spinning head over heels as Adam took chase after him. Thankfully, he was able to orient himself in time for Adam's renewed assault, his blade blocking a thrust from Thorn that aimed for his side. Their duel reached new heights, figuratively and literally, as the pair circled and skirmished with each other, their aura's guiding them through the ferocious wind currents of Raine's storm. Raine swung furiously against Adam's guard, the latter shifting his blade in perfect harmony with Raine's and parried every attack. He knocked aside a vertical chop from Raine and countered with a spinning back slash. The blow knocked the younger warrior backwards, but he recovered and lunged once again, locking the two blades together with a furious crash.

"Is that all? Is that really the extent of the Caelesti's light?" Adam taunted as he pushed hard against Raine's block. "You intend to defeat me with such pitiful powers?! Don't make me laugh!"

Adam lashed out with a vicious kick to Raine's side, sending the younger Caelesti barreling into a building and left stunned in a crater. Adam refused to let up his offensive, appearing in front of Raine with a flash and struck out with savage attacks. Raine grit his teeth as he forced his arms to raise his blade in defense, the building behind him crumpling with each passing slash and shrouding the two warriors with dust. He couldn't stay pinned here; he needed an opening.

Making a gamble, Raine let his glove hand free and forced aura through the glyph. Adam was unprepared for the sudden blast coming from Raine's hand and was sent tumbling in a daze, granting Raine enough time to take to the skies once more.

"Fleeing again?" Adam snarled in response as he flew in pursuit.

Fully aware that his enemy would gain on him easily, Raine shifted his body once more and, with a spin, chucked his ethereal blade at Adam's face. With a growl, Adam swung Thorn in a parry, knocking aside the bright white sword with ease, but was left unprepared for the following monstrous punch Raine sent into his stomach. He gasped as the wind was driven from his lungs.

" _A ruse?!"_

Raine bellowed his anger as his aura flared around him once more, his wings spreading with anticipation. He shot forward with his Semblance, taking Adam with him upon his fist. He followed up with two more punches, the blows landing with shockwaves and propelling the darker warrior even faster through the air.

"This blast will end it, and you will burn in Hell!" Raine hollered as he poured his aura into his hand, the rune sparking with condensed energy. "Now... **disappear!** "

He let loose all of his pain, sorrow, and fury into a single attack, his aura exploding from his palm and into Adam at point blank range. Adam screamed as the attack sent him soaring out of the city, the potent beam of energy shattering the night sky. Raine forced himself through the immense strain as his aura flowed through him. He could feel his very soul trying to rush out of his body, but he didn't care. He had stopped caring about his own well being and only desired Adam's beaten and broken body lying motionless at his feet.

His flight was quick and violent, the dark warrior at last landing in the main courtyard of Beacon with a brilliant explosion. Fire and ash swept through the campus with a deafening boom, the shockwave scattering what few Grimm remained and shattering every window.

"Get behind me!" Weiss yelled in panic as she drew Myrtenaster, spinning up a vial of ice dust.

Her companions obeyed and took cover behind the sizable dome of ice the Heiress conjured just before the shockwave had struck. Yang and Blake pulled Ruby and Penny in close as they cradled the terrified younger girls. All of them, even Cinder, had been visibly shaken by the raw display of power that had just landed on their doorstep. Amber aided Weiss with her barrier, channeling her Maiden energies into her own ice and reinforcing the rapidly decaying shield, keeping it holding strong against the waves fire and debris that swept around them.

"What the hell was that?!" Weiss yelled over chaos.

"An aura blast, and a powerful one at too!" Amber answered. "I can't imagine what could have happened to cause Raine to snap like that!"

" _Blue_ was responsible for that?!" Yang gasped incredulously.

"Raine...?" Ruby whispered with hope.

"It's strange, but I don't detect Raine anywhere in the immediate vicinity," Penny added quietly. "Although, the source of that energy does resemble his aura."

"It's the pain of loss," muttered Cinder, drawing the girls' attention as their surroundings began to calm. "When a Caelesti is angered beyond reason, they'll be driven into a rage that can only be quelled by destroying the cause of their anger. Adam you fool... what have you done to him...?"

Blake stiffened at the mention of Adam's name.

"What do you know about him?" she growled. "Speak, before I make you."

Cinder chuckled sardonically.

"That bullheaded leader of the White Fang and I had struck a deal. He would attack Vale and start his war just like he always wanted, drawing Ironwood's troops and Ozpin's Hunters away from Beacon so that I could finally reclaim the Fall Maiden's power from my dear sister. In exchange, I provided him with the funds and supplies he needed to field his army."

The fallen Maiden sneered as she felt the gazes of the other girls boring into her.

"Of course I had banked on Ozpin leaving to join the fray, but obviously that wasn't the case."

"You..." Blake whispered as she seethed with anger as she drew Gambol Shroud. "You're the reason why so many died today?!"

"Blake, calm down," Weiss warned.

"Why?" the feline faunus demanded as she rounded back on Weiss. "Do you have _any_ idea what this is going to do to the Faunus when the other Kingdoms find out that the White Fang have attacked Vale? All of the hard work and progress we made for equality will be thrown out the window! And for what?! Because _she_ wanted a little more power than she deserved?! She needs to pay for what she's done!"

Yang rose to her feet to confront her rightfully angered partner.

"Look, I don't like this any more than you do," Yang challenged as she grasped Blake by the shoulders. "But right now we have bigger things to worry about, like what caused that explosion."

Blake made to retort but stopped herself when Ruby stood to join them.

"Blake, I know you're hurting right now," the she told her as reassuringly as possible. "I promise you we'll fix this. We _will_ fix all of this, so please... just wait a little longer. Killing Cinder isn't going to change what she did."

Blake growled under her breath but relented, cutting free a length of ribbon from Gambol Shroud.

"Fine, but when we get back to the City, she's getting turned over to the authorities," Blake declared as she strode around Cinder and forced the woman to her knees, binding her hands behind her back with the ribbon as she went.

Amber remained silent. She couldn't fault Blake for feeling the way she did despite her deep desire to help her sister recover. Cinder had committed terrible crimes, crimes that she knew would lead to Ironwood calling for her execution. Regardless, they had a more pressing matter to attend to, namely her son.

* * *

Adam groaned in pain as he dragged himself out of the crater. His body was smoking and battered, his clothes torn asunder and reduced to rags that sparsely dressed him. Much of his torso was an angry red in color from the extensive burns he suffered, and his left arm, his free arm, felt twisted at an odd angle. He glanced down at the damage and scoffed; dislocated. Setting Thorn aside in the dirt, he reached around with his right hand and grasped the wrist of his left. With an inhale and a quick count to three, he yanked hard on the lopsided limb, popping it back into place. He choked down the pitiful scream that bubbled up inside his throat as the spike of pain hit him, as it would be unbecoming for a greater being such as himself to show such weakness.

"Heh... weakness," he scoffed to himself as he forced his body to its feet.

Putting one shaken foot in front of the other, he climbed his way out of the hole and was met with the ruined surroundings of Beacon's campus. The once majestic courtyard and many of the nearby buildings had been ruined in the blast, left as shells of their former grandeur. He noted that the storm hadn't spread this far, but that was of little importance to him. No doubt Raine would be arriving to finish what he started. The thought left Adam trembling with excitement. It had been far too long since he was pushed to this extent.

Gripping Thorn tightly in his hand as he prepared to continue the battle, his musings were halted by the sound of running footsteps that were quickly approaching. A humorless chuckle escaped his lips when he saw who it was.

"How fitting that you would be here to see this, my love," Adam said softly as his silver eyes fell upon Blake and her entourage. "You've made a big mistake coming here."

"Adam..." she whispered her response. "Why? Why must you do all of this?"

"I'm doing exactly what I promised I would do. I would bring justice to the Humans who have wronged us," Adam answered as he gave a wide smile and held his arms aloft, the backdrop of Vale spreading out behind him. "Can't you hear how glorious it is? The gunshots? The screams? This is how our revolution begins."

His eyes fell to Cinder towards the back of the group, which brought him into a fit of laughter.

"Looks like that whole Fall Maiden plan of yours didn't pan out after all," he chortled as his eyes bore into hers.

Cinder couldn't refute the claim, doing little else but growl back at him in response; he was right. She instead opted for a different approach.

"I suppose it's better than being beaten into the ground by a neophyte Caelesti," she shot back with a sneer, a comment that silenced the bull. "Just look at you, the great and powerful Adam Taurus returned to the gutters where you and your people belong."

"What did you just say...?" he growled as he took a step forward.

His threatening stance prompted Ruby, Yang, Weiss, Penny, and Amber to raise their weapons in defense. Oddly enough, Blake had done the same despite the anger that was bubbling up inside from Cinder's comment about the Faunus. She knew perfectly well how much of a loose cannon Adam could become when angered.

"Don't act so high and mighty unless you're going to show it," Cinder continued. "I'm surprised you've bothered to toy with that boy for this long. When are you going to get serious and use your real power?"

At this point, Ruby was losing her patience. Holding Crescent Rose aloft, she strode forward to face Adam, and this time it was without fear.

"Where's Raine?" she demanded.

Adam cocked his head as he scrutinized her and searched his memory.

"Ah yes... I remember you," he told her, ignoring her question. "You were there on the mountain, the day I had almost killed him. You have the same eyes as us."

Ruby glared and brought Crescent Rose to bear, aiming the barrel of the great sniper-scythe between Adam's eyes.

"Don't try to compare us to you. You're a heartless monster who will kill anyone who stands in your way. Now... where is he?" she growled through her teeth.

Adam smiled.

"He's here."

Adam ignored their confused faces and turned away, his eyes focused on the bright figure that bore down upon them. Raine landed before him with a thunderous crash with blades in hand, the force kicking up a cloud of dust that swirled about with his Semblance. He straitened slowly, his imposing aura lighting up what remained of the courtyard.

"You survived," he spoke softly, hatefully.

Adam cocked his head confidently.

"Surprised?" he asked as he brushed some dirt from his shoulder. "You didn't honestly believe an attack of that caliber would kill me?"

Raine flared his aura even brighter in response, angered that Adam still had the strength to stand so openly. Ruby lifted a hand to shield her own eyes, awestruck by the level of power he was exuding.

"Raine...?" she said meekly.

He barely spared her a glance, too focused on the man standing before him. She had never felt his aura this potent before, so heavy and smothering. It weighed down upon her like an overly thick blanket, stifling her breaths to mere gasps. She glanced at her team who showed similar expressions of awe, with Weiss showing the greatest strain as she clutched at her heart and heaved for breath. Was this really the same young man they had known throughout their time at Beacon? Ruby couldn't explain it. She wanted to reach out and hug him, yet the sheer malice that was rolling from his body forced her to pause. His new form did little to encourage her.

"That's right little brother," Adam continued. "You have no idea what true power I possess thanks to my Queen, but I must commend you for your efforts. Only one other person has managed to push me this far in battle before. You can't imagine how infuriating this is for me."

Adam lifted his left hand, his index and middle fingers pointed towards Raine and mimicking a pistol, the tips glowing with a bright red light. Raine steadily lifted his twin swords in anticipation for the attack.

"But as a special favor to you, I shall reward you fittingly for driving me to the brink."

Unexpectedly, he swung his fingers to his right and fired, his eyes never leaving Raine's. Time seemed to slow for everyone present as a thin beam of aura crossed the distance and tore through Blake's abdomen, the feline girl's eyes widening in shock as he ruthlessly struck her down. At first she felt no pain, only vertigo as she fell backwards, the cries of alarm from her friends lost to her. She hit the ground with a gasp, a gasp that was followed by a choking spray of blood, Gambol Shroud slipping from her grip and clattering at her side. Her body went cold with sweat as the shock settled in, as well as the pain.

"Blake!" Yang yelled as she collapsed at her partner's side, grasping Blake's hand in hers.

Raine felt only a moment of hesitation before his anger returned full force.

" _He hurt them... he hurt them!"_

He blasted from his position with his swords raised and brought them down upon Adam's head only for Adam to raise Thorn in defense and block the mighty swing with ease. Raine's eyes widened in shock as he felt Adam's aura skyrocket, his own eyes alight with dark power.

"Now little brother... you will experience the full power of a fully trained and _superior_ Caelesti!"

A shockwave exploded from Adam's form as he yelled his fury, and was accompanied by a swirling vortex of dark aura that struck upwards into the night sky, not unlike Raine's earlier transformation. It wasn't the same purple he had experienced Adam wield before, wasn't like the miasma he so liberally employed in his other battles up to this point. It was refined... mastered. In the distance, he could hear the cries and braying of Grimm, empowered by the malevolent aura rolling from Adam's form. They would be swarming around them soon. Shifting tactics, he raised his left hand and fired an aura blast at Adam's cocoon, but it detonated harmlessly upon its swirling surface. He couldn't stop this.

"Go!" he roared to his still shell shocked team. "Take Blake, find a shuttle, and get back to the city! Now!"

Ruby rounded on him angrily.

"No! I'm not running again! You can't just keep telling me to do that every time things get bad!"

"Ruby! Do as I say!" he shot back, yet the pleading in his eyes took away the bite of his words. "Save Blake. Don't let her suffer the same fate as Ari and Cyan..."

She halted at his confession. Ari and Cyan were dead? When? How? Her eyes then shifted to Adam's form concealed within the dark cocoon as realization dawned upon her. No wonder Raine had been so enraged; Adam had killed them. Arianna's vision came true after all. Her heart began to ache at the thought of the sunny Faunus being snatched away from them, and Cyan had died with her? She couldn't even imagine how Raine was feeling right now.

She glanced to her sister, the dragon staring at Raine incredulously at the thought of the Lion of Vacuo being dead, and her heart ached even harder. There were very few times she had ever seen Yang at her most vulnerable, so few in fact that she could count them on one hand and still have fingers to spare, and yet her she was witnessing another moment to be added to that list. Yang felt a sickening churning in the pit of her stomach. He was gone, and she would never get the chance to apologize, to plead for his forgiveness for how much she hurt him. Tears burned at her eyes, eyes that were flashing from her usual lilac to a furious crimson.

"Ruby," came Penny's voice as she felt the android girl's hand on her sleeve. "Blake's vitals are dropping. We need to get her medical attention immediately if we are to save her."

As Penny said this, Yang forced aside her anger and grief, and gingerly hefted her partner upon her shoulders as Amber placed a glowing hand on Blake's wound to try and stem the bleeding. She wept into Yang's shoulder.

"I'm sorry. He... Adam... he's like this because of-" she hacked out another splash of blood. "Because of me. He turned into a monster because I left."

"I don't care about that right now," Yang replied with both bite and worry in her voice. "Just save your strength. Ruby! We have to go now!"

Her sister was right. They were wasting time loitering as they were. She turned back to Raine with a set expression.

"Come back to me. Promise you'll come back," she begged.

"I promise," he said with a resolute nod.

No further words were exchanged between the two as Ruby ushered away her friends with Weiss taking over guiding Cinder along. Only Amber remained behind, rightfully worried for her son's well-being.

"Mother, you need to leave before his transformation is completed," Raine warned.

"I know," she answered. "I just wanted to let you know that I'm proud of you sweetheart, and so is your father."

He paused at the mention of his old man, but nodded nonetheless.

"Thank you," he said softly.

Adam's cocoon was beginning to crack, prompting Raine to return to high alert.

"Get out of here, and hurry," he commanded her, to which she wisely obeyed.

As Amber cleared the scene, Raine watched with baited breath as a menacing wing split the shell from within the cocoon; long, black tendrils that snaked outwards. A second set tore out from the right to mirror the first, further splitting the cocoon and hastening its collapse. A burst of dark energy then flowed from within, sending the fragments scattering into the wind and revealing Adam in his dark glory. His eyes radiated corruption, little more than pits darker than the deepest void and radiating a menacing black mist. His skin had morphed to a deathly pallor, the sickening white broken by jagged veins of deep red and purple. His aura enveloped him with a dark purple flare, a stark contrast to Raine's own power. They were two sides of the same coin, an angel and a demon. All they were lacking now were the horns and halo.

Adam ran his fingers through his dark locks now tinted purple by his aura, reveling in the power flowing through him. With this, he felt exactly like a god, and it was now time to bring his judgment upon the world.

"And now dear brother, you will experience pain at the hands of a true Caelesti warrior."

"You are not a Caelesti, not anymore," Raine rebuked. "Your corruption runs too thorough and deep. You're something else entirely, a blight on this world, a blight that I must snuff out."

Adam cracked a smirk.

"You know what Raine? You're absolutely right. I'm far more superior than any Caelesti can ever dream of becoming. Light against darkness... I have the perfect name for a being such as myself. Call me... an Umbrani."

His aura surged around him, casting long shadows across the campus that seemed to swallow up all light. Raine flared his own aura in response, challenging his dark counterpart. A battle would ensue tonight, a battle not seen since before the Great War. For the first time in over a century, Hope and Grimm would cross blades, and the victor would decide the fate of the world.

* * *

In the distance, a deep tremor could be heard from within a mighty mountain top. It shook the entirety of the Kingdom with its power. It was followed by a second, then a third, growing louder with each repetition. Down in the streets of Vale, Qrow struck down another Beowolf with his scythe as Glynda sent a telekinetic pulse into the chest of an Ursa, crushing it to dust when the tremors rattled their part of town. Dread flooded through her body.

"No..." she whispered.

"What's wrong? Another Goliath?" Qrow asked as he steadied himself against the earthquake.

"Worse..." she answered. "An Elder One."

The tallest peak overlooking Mountain Glenn then shattered as a great creature emerged from within. A Grimm, larger than anything else witnessed by the modern world, sprung forth with a terrifying screech. It's massive, leathery wings that could put the sails of the most magnificent airships to shame were red in color and slightly transparent, and threw hurricane force winds that flattened the trees upon the ground with every flap. The beast, a wyvern of gargantuan proportions, let loose a second, mighty roar from its massive jaws. Rows of razor sharp teeth lined the cavity, a cavity that partially extended down its long neck, and a menacing skull helmet of bone protected its head. Six blood red eyes glowed in the darkness, three lined on each side, and rows of dorsal spikes adorned the rest of its body. The skeletal form of exposed ribs hugged its torso, and fittingly complemented the saber-like claws found at the ends of its toes. A long, serpentine tail fluttered lazily behind it. With every shake of its muscles, a black, tar-like substance dripped from its body, splattering upon the ruined streets of Mountain Glenn below, but most horrifying of all was that this tar would twist and contort with a bubbling hiss, and eventually forming into a fully grown Grimm. The great waves of malice and discord radiating from the Kingdom of Vale and Beacon Academy provoked the long dormant Elder One, and it was eager to feed.

* * *

 **A/N: At long last, chapter 48 is completed! I truly had no intention for keeping this gap running for so long, but Bronchitis is one hell of a way to ring in the New Year. A sickness has been circulating through town, first hitting my wife and then me by proximity, so the first week and a half was spent passed out on drugs when I wasn't at work. As such, I thank everyone reading this for being this patient with me.**

 **I have little else to say at the moment since I'm still on the mend, meaning my review response will be limited to PM, but please note that I appreciate everyone's thoughts and headcanons, both guests and site members alike, and that I am indeed taking some of them into account. It's fitting that my story is approaching the end of its run along with the finale of Volume 5. For those who haven't seen episode 13, I won't drop any spoilers other than Jaune's Semblance has been employed regularly here in this AU as a more universal technique. Yep, meaning my AU Jaune will need something different for his Semblance when the time comes. If you enjoyed this latest addition to WWSE, show your support by checking those fave and follow buttons, and if you want to share your thoughts on the AU, Canon, or noodle bowl recipes (I will not judge), leave a review! I promise, the next update will come much sooner. See you next time!**


	49. The Battle of Vale Pt 3

**A/N: Hello again my fellow readers. February 1st is a day of mourning for RWBY fans across the globe. For those of you relatively new to the series, the past twenty four hours marked the 3rd Anniversary of the death of Monyreak "Monty" Oum. Tributes were created and shared across the fandom as fans came together in defiance of the usual squabbling over ships, writing, and direction of RWBY to pay tribute to the Father of this wonderful series we all love so much. Today's submission is what I consider to be my contribution to his legacy. I ask that we take a moment to honor his memory.**

 **"I believe that the human spirit is indomitable. If you endeavor to achieve, it will happen given enough resolve. It may not be immediate, and often your greater dreams are something you will not achieve within your own lifetime. The effort you put forth to anything transcends yourself, for there is no futility even in death." -Monty Oum**

 **Thank you Monty. Thank you so much for your vision, your dreams, and your unwavering devotion to create and make life awesome.**

 **Disclaimer: I do not own RWBY and I never will.**

* * *

Mercury ignored the screams and gunfire echoing outside the warehouse Cinder had them use as a base, the very same warehouse that still contained small stockpiles of Dust Torchwick had so graciously left behind for their use. He sourly tightened a screw on a fresh prosthetic, his last one in fact when he finally managed to hobble back here in relative safety. His eyes glanced towards the travel pack he had sitting on the floor next to the workbench, contemplating Cinder's threats.

" _Make no mistake dear boy. You have a great many talents that are of value to me, but don't overestimate that value."_

He sneered as a flash of phantom pain stabbed at the branding on his neck, the humiliating stamp of a slave. Cinder... he wondered if his leaving would put a mark on his back. She was certainly wealthy enough to post a sizable bounty for his killing or capture, and places like Vacuo and the seedier districts of Vale had no shortage of bounty hunters ready and willing to take up a job.

He was eager to jump on board with her plan when she and Emerald showed up at his old man's shack, just shortly after he had caved the bastard's skull in. At the time, he could see no downsides to the deal. She payed him handsomely, trained him into a proficient killer, and even procured for him his prosthetic legs from one of the most prestigious scientists in the Kingdom of Atlas. Dr. Watts certainly was a gifted robotics engineer, and he had to remember to thank him properly the next time their paths crossed. Yes, it was the perfect gig for a murderer like him, and all he had to do was follow her directions when ordered. That is, until Zaffre and his little pals showed up.

It wasn't like he hated them, at least not in the same sense as Emerald who couldn't stand their energy and seemingly bottomless well of happiness. In fact, he wouldn't have minded turning them into his rivals had he walked a different path, but his teammate Cyan had humiliated him twice, first in a botched assassination then second at the Colosseum on international television. He had been raring to go for revenge, and yet Cinder had quickly shot-down that notion, ordering him to assist Torchwick's pint-sized right hand in rescuing the foolish thief. The brand she had left him as a warning against disobeying her orders had only added to his hate.

Thankfully, Neopolitan had been fairly intuitive to his desires, and let her knowledge of them be known in a text shortly after their meeting that evening. She frankly didn't want him following her on the ship, expressing he would only slow her down. Instead, she made a second deal with him. All she needed was an Atlesian bullhead to get to Ironwood's flagship, and then have him bluff their way into the hanger during their approach, a fair request given that she was mute. In exchange, they would take a small detour to the Colosseum so that he could put Cyan in his place. He eagerly accepted, though the end result wasn't part of the plan.

It wasn't Cyan he had found but Zaffre and his little girlfriend Rose. He knew their skill, but was also confident he could take them down with little trouble. Emerald just needed some time to set up Penny's murder, and he had no doubt he and Neo could keep them busy plenty long enough. When Rose ran and left Zaffre behind, he couldn't be happier. There was no way the little girl could ever find Emerald in time, and two on one was far better odds in their favor, only... they had underestimated his strength.

"Silver eyes..." he muttered as he tightened the last screw into place. "Such a bullshit power."

They got destroyed, utterly. It was nothing short of a miracle that he was still standing here. His eyes drifted down to his replacement leg, Cyan's mocking words about meeting a sharpened blade with his calves echoing in his head. He angrily tossed the screwdriver aside and stood from his seat. Could he really go through with this? He'd be chased to the edges of the Kingdom with how much he knew and saw under Cinder's employment. He never imagined he would actually consider Adam's advice.

Another heavy explosion from the distant battlefield sent a tremor throughout the warehouse, a light layer of dust spilling from the rafters.

"Heh. To hell with all this," Mercury finally declared, his mind made up.

As he reached down to grab his bag, a pair of footsteps stopped him in his tracks.

"So, you're running away?"

Mercury snorted and grasped the bag, then turned to face his partner as he slung his belongings over his shoulder.

"What do you care, Em?" he replied.

"You're just going to leave after everything Cinder has done for you?" she asked with a scowl.

"You mean everything she's done for _you_? In case you forgot, I'm a hired hand, not a slave."

Mercury yanked down the collar of his jacket, revealing the scarred form of the brand marring his skin.

"Now I don't know where she's gone or what she's doing, but I don't take kindly to an employer trying to mark me as property. So unless you have something useful to say I suggest you stand aside."

"You'll be a fugitive you know," Emerald retorted, staying in place. "From both our side and theirs."

"After everything we've seen and been through, you think that would scare me?" he replied sarcastically. "And don't forget what kind of man raised me. Marcus Black may have been an abusive bastard through and through, but he made sure I was able to survive."

The thought of his old man brought feelings of disgust welling up in his stomach, but he shoved them aside. To be perfectly honest, he really didn't want to fight Emerald. He had grown rather fond of her over the years, not that he would care to admit that.

"You going to try and stop me?"

Emerald's face hardened.

"I most certainly would like to."

Mercury chuckled quietly.

"Well I'll be damned. You care after all."

"Th-that's not the reason and you know it!" she sputtered out with exasperation. "If it wasn't for her, you'd either be locked up or dead. Leaving right now is selfish!"

"We're bad guys Emerald. It's what we do," he retorted as he held his arms out. "What do you think we've been doing for Cinder this whole time? And don't tell me you've already forgotten that little lecture she gave us after we lost our doubles round."

"Of course I haven't forgotten," Emerald ground out through clenched teeth. "But I owe her _everything_ , and if keeping you around is what she wants, then I'll do exactly that."

Mercury lifted a brow as Emerald reached for her revolvers. A smirk then adorned his face.

"Don't make me do this Em," he warned as he lowered into a ready stance. "We both know who would win if we get into a fight."

As the two teenagers stared each other down, a tired yet familiar chortling echoed out through the warehouse.

"Oh how adorable. The murderer and the street rat are having a little tiff."

Emerald and Mercury turned to find Torchwick hobbling into view, an arm draped over his diminutive partner Neo. While his suit and bowler hat seemed as impeccable as ever with the exception of a random dirt stain here and there, his face was a deathly pallor. Cheeks were sunken in and heavy bags hung under his bloodshot eyes. Of course, this did nothing to influence the smirk on his face.

"The _hell_ happened to you?" Mercury asked as he relaxed his body ever so slightly. "Your face looks as though you've been dragged through a gutter one too many times."

"Let's just say that Ironwood isn't the most _gracious_ of hosts," Torchwick answered as Neo set him down gently in a nearby chair. "I'd still be there in that little cell if Neo wasn't so resourceful. Looks like my luck is still going strong."

The girl in question smiled happily at the praise as she sauntered over to his desk and retrieved an ever iconic cigar and lighter. Torchwick took the items gratefully and lit the end, drawing in a deep puff of smoke. He sighed in content.

"You know, I expected Cinder's protege to show a bit more loyalty to her when things get hot," Torchwick remarked. "You really skipping out of town so soon?"

"None of your business," Mercury shot back with a scowl.

"Oh touched a nerve have I?" Torchwick continued with an inflection of pride in his voice. "You really should stick around a bit longer kiddo, because the show is just getting started."

"And why would I do that?"

"Because I have an offer for you that would benefit all of us," Torchwick answered as he blew out another drag of smoke. "Instead of running off on your own to get eaten alive by the big scary world, come work for me instead. You'll still get paid, Cinder won't send bounty hunters after your sorry hide since I'm technically still under _her_ employment, and dear Emerald here won't need to cave your face in."

"And what's in it for you?" Mercury asked as he crossed his arms.

"I get someone besides Neo who can carry their own weight. My start up offer is 10,000 Lien. Whaddya say kiddo? Interested?"

Mercury scowled at Torchwick's smug and know-it-all expression. He hated the thought of proving that man right, but in retrospect he didn't really have much else in the form of options. His initial plan was to get out of the city and head to another kingdom, probably Mistral, but it hardly expanded beyond that, and while he had a decent amount of Lien saved up, he'd be scrambling for work as soon as he got there. Not to mention that the Eastern Kingdom was dangerously closer to Salem's domain, which would make it even easier for her to track him down if she so desired. The mercenary glanced towards Emerald who had a pleading look in her eyes, her hands grasping her revolvers; they were shaking.

"Mercury, please..." she said quietly. "If Cinder doesn't make it... you're all I've got."

Growling, he let his pack fall from his shoulders and fixed a steady glare at Torchwick, a glare which only served to make the mob boss smile even wider. Damn him, and damn his soft spot for Emerald.

"Fine. I accept."

If Torchwick grinned any wider, his face would probably tear in two. He triumphantly flicked away what was left of his cigar and pushed himself to stand on still unsteady feet. Neo moved forward to help balance him, but he confidently waved her off, too focused on his new hired hand. Oh he couldn't wait to rub this in Cinder's smug face.

"Excellent. Welcome aboard kiddo. We're going to be doing great things together."

Mercury crossed his arms in defiance.

"Tch. I'll bet. And stop calling me that."

* * *

Raine stared down his evolved opponent. The power Adam was exuding was absolutely stifling, and his ears could pick up the distant rumble of Grimm closing in on them. He had to end this, and soon. Aura flaring, he raised his ethereal blades at the ready, glaring at Adam with fiery silver eyes. Adam responded in kind, a maniacal grin on his face as he lifted a drawn Thorn level with his face.

"Now... dear brother..." spoke the Umbrani, his voice distorted by the energy flowing through his body. "Let us end this."

He exploded forward from his position with a surge of power, his aura enveloping him like a dark flame. Their swords crashed together with a thunderous blast, splitting the charred and ashen ground beneath their feet. Once more, the brutal melee resumed as each fighter furiously swung at each other. Adam lunged forward with a slice to Raine's neck, but the younger warrior leaned back to safety. He retaliated with an angry downward slash, but this too was thwarted by Adam's block. They spun around each other, phasing in and out of sight as they battled with reckless abandon until a powerful slash from Adam sent Raine skidding backwards down the ruined causeway.

"I wonder..." Adam said as he raised Thorn to his face, channeling his newfound power into the blade.

The katana doubled in size and glowed a bright purple in color, its form exuding a relentless wave of energy. With a grin on his face, he thrust the blade forward at Raine, and from its tip exploded a similarly colored aura spike which rocketed forward at blindingly fast speed. Raine barely managed to dodge the lethal projectile as it passed by, barely grazing his arm.

"My my! This power certainly is full of surprises!" Adam cheered as he proceeded with a rapid series of thrusts, all of which firing a lethal spike.

Adam cackled gleefully as he forced Raine into a deadly dance, the boy struggling to evade and parry the relentless tide of spikes that swarmed around him. Raine grit his teeth as one spike pierced into his thigh, a surge of pain shooting through his body. Desperate for cover, he vaulted left through an opening in the barrage and ran, yanking the offending piece of hard-light free so that his aura could properly repair the damage, Adam all the while merrily chasing him along.

"You can't run forever, Raine!" he boasted. "My power is nigh limitless now!"

At last, Raine managed to roll behind the ruined remains of a building, the spikes harmlessly embedding themselves into the rubble. Pausing to catch his breath, the Caelesti collapsed backwards for a moment's rest, his mind scrambling to reassess his situation. Adam had reached a far different level than last time, and he wondered if even his own new form would be enough to overcome the manic Umbrani.

In the courtyard, Adam continued to grin as his Umbrani eyes picked out Raine's energy hidden behind the offending obstacles.

"You can't hide from me, Raine. You're only delaying the inevitable."

He swung with Thorn, conjuring a crescent blast of aura that speedily carved forward and through the rubble with ease. Raine panicked and dove to the side, just barely avoiding being cut in half. Angered over being backed into a corner yet again, Raine exploded out from behind what was left of the ruins and in a brilliant display of flaring aura charged forward at Adam, a terrible roar bursting from his throat.

Once more the two titans clashed against each other, their blades ringing out in the darkness. Back and forth they went, their heavy blows bursting craters in the ground. Once, twice, thrice they exchanged blows, their auras flaring in response to the residual energy being thrown around in their duel. They met in the middle once again, swords screeching against each other as they locked together in a furious battle of brute strength.

"Is that all brother? Come on now, show me what you're _truly_ capable of," Adam taunted as his wings spread out behind him.

"Don't you mock me!" Raine snarled in response, his own wings spreading in kind.

They burst backwards from each other and took to the sky with a mighty outpouring of aura. They spun around each other in their ascent, crashing back and forth with a continued exchange in the night sky, a battle highlighted by the shattered moon in the distance. The air crackled menacingly with the excess bursts of aura being thrown about by the two furious combatants, a brilliant display reminiscent of bolts of lightning spider-webbing across the night sky that drew glances from miles around.

From the Beacon docks, Ruby watched the battle with awestruck eyes, her hands clasped together with worry and her ears filled with nothing but the sounds of the battle taking place high above the campus. She paid absolutely no attention to Professor Port's booming voice as he and Doctor Oobleck ushered the remaining students and bystanders onto the final air bus. Cinder was secured in hand cuffs and roughly led away by the accompanying soldiers, the woman wisely obeying albeit with an ever present sneer. At least they made it. She had done what Raine had begged of her. They had brought Blake to safety as she was being tended to by a pair of Atlas medics as they loaded her into the bus on a stretcher.

"Sis..." came Yang's hoarse voice, breaking the young rose from her trance with a firm hand on her shoulder. "It's time to leave."

Ruby stiffly obeyed, her heart not fully obeying her mind's commands. With one last remorseful glance at the ensuing battle, she was the last to board the bus.

"This isn't right..." she murmured.

"I know," Yang answered her as she wrapped her little sister in a hug. "But that fight is way beyond anything we can do. We'll just have to trust Raine will be okay."

"I hate this. I hate this so much," Ruby continued as she buried her face into Yang's shoulder.

With a rumble, the air bus engines kicked in and at last they were leaving the ruined campus of Beacon Academy which for many, would be the last time. With bandages wrapped tight around her abdomen and an aura boosting shot speeding up her recovery, Blake was able to gingerly stand to gaze out of the window, her stoic demeanor underlined with grief. She barely noticed Weiss joining her.

"Are you going to be okay?" the Heiress asked with concern, not really expecting an answer.

"Physically I'll be fine but..." Blake murmured and stopped short. "I can't help but feel like I'm partially responsible for all this."

Weiss looked at her teammate with mild disbelief.

"You stop that," she quietly reprimanded. "How could you possibly hold any responsibility for this situation?"

"Because when I was still in the White Fang, I was in a position to help Adam. I was among the first to notice how he was starting down a darker path, and yet I stood by and did nothing. I... I ran... I ran like a coward and now... now I'm just running again."

"Stop blaming yourself," Weiss pressed, getting a look of surprise from the cat Faunus. "There's nothing you could do for a... monster like that. He's too set in his ways and honestly, I don't think you would even be here if you had tried."

Blake looked away from Weiss' gaze and sighed.

"I can only hope you're right."

As she said this, a mighty roar shook the cabin of the bus. Startled from their conversations, Team RWBY pressed themselves against the windows and strained their eyes, trying desperately to find the source. They found it, spying the massive form of the Grimm wyvern descending upon the campus. Ruby's eyes widened at the sight of the monster. That was too much, even for Raine. Pushing herself free from Yang's arms and ignoring her protests, Ruby ran over to the emergency release for the cabin hatch and pulled, the doors opening with a thunderous hiss accompanied by a rush of wind.

"Ruby! What do you think you're doing?!" yelled Yang over the furious gusts.

"I'm going!" Ruby answered resolutely. "Tell dad... tell dad and Uncle Qrow... I'm sorry."

"Ruby stop!" Yang yelled in protest as she scrambled forward, but her sister was already gone with rose petals in the wind.

Tears streaming down her face, she turned and pushed past her team and strode towards the cockpit, only to have teachers stand in her way.

"Turn this ship around!" she demanded.

"Miss Xiao Long, we can't do that. We have to get these people to the evacuation zone," Oobleck tried to reason.

"I don't care! Turn it around!" she repeated, louder this time, her eyes flashing red.

"If we go back, we'll be putting the lives of everyone on-board in danger," Port pushed back with force in his tone. "This is not up for debate, Miss Xiao Long."

"That's my sister!" Yang pleaded even more desperately.

"And she's a Huntress," came Amber's voice as she stepped forward to intervene, her presence calming Yang ever so slightly. "She's one of the strongest and bravest Huntresses I know."

"She's just a little girl," Yang weakly protested as she fell to her knees, her strong suit broke down. "She's going to get herself killed, and I can't just accept that."

"You won't have to," Amber continued. "If there's anything I've learned about your sister and my son, it's that they will never give up. Together they can overcome anything. They will win, and they _will_ come back, I promise you."

"How can you be so sure?" Yang asked as she wiped the tears from her face.

"Because he's his father's kid, and Ruby... she's just like Summer."

The mention of their mother, their real mother, made Yang pause in confusion. Did Amber know her? And what did she mean by that remark? That was soon followed by a much more depressing thought.

"Then I was right. Ruby's going to die," she muttered in defeat. "Summer never came back home. She died on a mission."

Amber looked open the gold dragon sadly, and yet shook her head.

"I don't think so," the Maiden answered simply. "She takes after her mother so much, and yet she's so much more. This isn't where her story ends."

Yang couldn't find the strength to argue, too exhausted both physically and mentally. Dejectedly, she climbed to her feet to rejoin their team, only to find out their group wasn't one short but two.

"Where's Penny?" she asked, drawing everyone's attention to the now curiously absent android.

Another roar followed by a wave of fire lighting up Beacon took their attention once more. Amongst the silence, Weiss was the first to give voice to their thoughts.

"I have a bad feeling about this."

* * *

A far different tone settled upon the streets of Vale as the dark energy erupted from Beacon. Adam's White Fang had rallied at the sight in a frenzy, screaming their leader's name with the highest of praises.

"Adam! Adam! Adam!" they chorused, thrusting their weapons into the air with every chant.

Emboldened, they resumed their furious fight, forcing the cornered Atlesians into a violent brawl. Having long since run dry of rounds to fire, Jaune was forced to rely on Crocea Mors once again. Raising his shield, he sent a heavy bash into a soldier's face, stunning him and opening the way for a quick thrust. Blood spurted from the man's mouth as Jaune withdrew his blade, the young knight panting with sweat coating his brow. The battle seemed to have no end in sight.

"How are there still so many of them?!" yelled Nora as she smacked a soldier into a building with her hammer.

"Just keep fighting!" he answered as he ducked beneath a wild swing from another White Fang's club.

With a yell of his own, Jaune struck him down with an uppercutting slash. How many had he killed tonight? The answer escaped him; he had lost track during the third wave. His armor, sword, and shield were all stained with blood, making him a haunting sight to look at. Unfortunately, he was allowed little time to ponder as a manic yell echoed out across the rest of the chaotic din filling the streets. Jaune shook in his boots as the towering form of a fully armored bear Faunus came charging through the White Fang's ranks, wielding an equally imposing war hammer that could almost put Nora's Magnhild to shame. His face was completely exposed, his black hair framing a rough and battle worn visage that was thirsty for blood. Worst of all, the rabid bear's form was wreathed in a sickly purple aura, and he was charging directly for Jaune.

With a roar, Bear leaped into the air, his hammer held overhead and swirling with fire. Forcing his feet to move, Jaune was able to jump clear before his enemy landed with an explosive wave. Tremors shook the city block and flame washed over the stunned knight, his aura flaring in defiance against the terrible heat.

"Guys?! A little help please!" he yelled as Bear came rushing out of the smoking crater.

As the beserking man readied another swing, a dark force gripped his weapon, holding it solidly in pace. The force of magnetism soon spread to envelop the man's entire body. He roared in defiance as he fought to break free. Jaune looked to his partner with her hand outstretched, the Spartan making full use of her Semblance, but judging by the clear strain showing on her face, she wouldn't keep him held down forever.

"Hurry!" Pyrrha forced out through gritting teeth. "He's so strong!"

"Ren, Nora! With me!" Jaune commanded as the trio rushed forward.

In a criss-crossing motion, he and Ren rushed forward and swung low, their blades cutting into Bear's legs to sever his hamstrings. Crippled, he collapsed to his knees as Jaune gave the final command.

"Nora! Finish it!" he yelled.

Nora obliged, leaping into the air with her own precious hammer held aloft with a mighty swing, eager to show the burly man what real strength was. Yanking the trigger in the hilt, she catapulted back down to earth in a spin, bringing Magnhild directly on top of his crown. The ensuring electrically charged shockwave brought a nearby building crashing down and bathing them in dust.

"Gotcha," Nora said triumphantly with a grin cutting across her face, fully expecting the beast to collapse.

Unfortunately, Bear answered with a deep and rumbling chuckle; a chuckle of amusement. Nora's eyes widened in shock as a burst of tainted aura washed over her, banishing the dust surrounding them and revealing Bear with a manic look in his eyes, his crown dripping only a small trickle of blood, a far-cry from the kill she was expecting.

"I'm sorry, but were you expecting that to kill me?" he taunted with a deep growl.

He bellowed with Breakthrough, a flaring purple aura surrounding him. Unable to hold fast against the sudden surge of power, Pyrrha yelped as her control was broken. Now at Bear's mercy, Nora was subjected to a brutal pummeling as he reached forward with his free hand and grabbed her by the face. Roaring, he buried her into the ground and charged ahead. His flaring aura numbed the searing pain in his legs, stitching the tendons back together and enabling him to drag Nora through the streets and slam her into a building. Her cries of agony shook her team with terror. Satisfied with his work, Bear turned on his heel and held her high, the younger girl now completely silent from shock and feet dangling nearly a meter above the ground. With a grin of his own, he dropped her and swung with his hammer, the head connecting with her abdomen and shattering her aura in one blow.

"Nora!" Ren yelled in panic as he rushed forward and caught her limp form.

She was hardly breathing and completely out cold. He paid no attention to Jaune and Pyrrha running up to join them.

"Oops, did I just smash your little girlfriend?" Bear taunted with a cackle.

"You... you'll pay for that!" Ren roared in an uncharacteristic rage and charged ahead.

"Ren stop!" Jaune called out to him, but it was too late.

Ren struck savagely with Storm Flower, intent on cutting out Bear's throat but the much larger warrior knocked him aside easily with a swing of his hammer. Vaulting as he hit the ground, the monk vanished in a puff of green smoke, reappearing at Bear's flank with a Warp Strike. The sudden attack caught the faunus off guard, and he was sent stumbling as Ren struck him in the back. He vanished a second time, now reappearing at Bear's left and striking him through his armor and into his ribs. Angered by his more agile opponent, Bear growled and swung around to grab Ren like he did Nora, but the younger boy was already gone from sight, only to strike again at his blind spot.

Ren continued in quick succession, his warping becoming faster with every hit. Crying out in anger, Ren soon redirected his assault and appeared below Bear, sending a vicious kick into the much larger warrior's jaw. Aura surged through the monk's body as he released the floodgates of his own Breakthrough, his aura flaring a bright jade in color. The force of his kick sent Bear airborne, a field of battle where a warrior of his size and weight was completely helpless.

With a finishing blow now set up, Ren kneeled and vanished from sight, only to reappear high above his tumbling opponent. With hate in his eyes, he thrust forward with as much strength as he could muster and sent an aura enhanced palm strike into Bear's chest. The massive warrior was sent plummeting into the ground with a resounding crash.

Ren landed with an exhausted gasp, his aura quickly draining away as his Breakthrough faded from sight. Under cover of the dust that drifted through the air, the monk hastily made his way back to friendly lines against the protests of his screaming muscles. There he was able to rejoin Jaune and Pyrrha who had Nora cradled safely away in the trenches. His blood ran cold as his eyes fell upon her still unconscious body.

"This is bad," Jaune told him as he pumped aura into her body. "Her own aura is completely drained. She needs medical attention and fast. Get her back to the ship, and hurry."

"Are you sure you two will be alright?" Ren asked with concern as he gingerly lifted Nora in his arms.

Before Jaune could answer, an angry screaming tore through the battlefield. It seemed Bear had survived Ren's assault. Narrowing his eyes, Jaune stepped forward with a tight grip on Crocea Mors' hilt.

"We'll be fine. You just make sure Nora makes it," Jaune answered.

With a silent nod, Ren quickly made his way back to the Dawn, leaving Pyrrha and Jaune to fight the manic Faunus. He wasn't the only one making a retreat as Winter gave the order to her troops to fall back. Their numbers had dwindled and they had been rapidly losing ground, yet Jaune and Pyrrha held the line, defiantly standing against impossible odds.

"Scared?" Pyrrha asked.

"You have no idea," Jaune admitted with a sheepish smile. "I'm absolutely terrified."

Pyrrha smiled in return and closed her eyes.

"Do you believe in destiny?" she said quietly, taking him back to those whispered words the two shared in the darkness of their dorm room.

"... yes," Jaune answered her as he drew Crocea Mors and released his aura. "I don't know if I'll die here, but... I'm glad you're with me. Thank you, Pyrrha..."

Bear chuckled deeply as his eyes fell upon the two teenagers standing against him. He raised a fist, signaling the White Fang to halt their advance.

"I will deal with these two by myself," he ordered as he lifted his hammer.

Pyrrha raised Miló and Akoúo at the ready, her own aura swirling around her wildly. Her golden orange twisted and swirled with Jaune's pure white, lighting up the street brilliantly. Bear responded in kind, his own dark power a sharp contrast against the two Hunters challenging him.

"C'mon then," he called out. "Drop your weapons or die."

Sharing one last look with Pyrrha, Jaune gave his answer as the both of them fell into a phalanx guard.

"Come and take them."

Together, the Arkos pair rushed forward side by side with their shields raised, the Knight and the Spartan mirror images of each other. Bear lifted his war-hammer high above his head and brought it down with a mighty swing strong enough to split the ground in two. His opponents split from formation in response, Jaune to his right and Pyrrha to his left, the both of them flanking the much larger and slower warrior. Swinging high, Jaune carved Crocea Mors into Bear's side, the sharp contact of steel blade upon steel armor giving a horrible screeching and rending sound, his Breakthrough enhanced strength cutting into Bear's into the reinforced plates.

As her partner struck, Pyrrha delayed her approach a fraction of a second, following up his attack with a vicious cut of her own against Bear's legs. He roared in pain and frustration as his two more agile opponents danced around him. Gripping his hammer with both hands, he spun on the spot with a sweeping swing before his enemies could retreat once more. Having been the closest, Jaune hastily raised his shield in defense, pulling his flaring aura inward and bracing himself against the power strike. His shield rang like a gong as Bear's hammer connected, his body absorbing the brunt of the force and making his knees buckle. A gasp tore at his throat, accompanied by a spike of pain and numbness tearing through his shield arm.

Pressing his attack, Bear lifted his hammer once more, intent on bringing the mighty weapon down upon Jaune's head, but the clearly choreographed move gave Jaune the perfect opportunity to counter. With a yell of his own, the knight sprung forward and drove his knee into Bear's jaw, stunning the man and forcing him to stumble backwards. Pyrrha followed up, dashing forward from underneath Jaune with Miló extending into its dory form. She thrust forward, piercing Bear in a weakspot of his armor just below his arm pit.

Screaming in pain and anger, Bear grasped the spear still embedded in his side and yanked it out, blood splashing from the wound and Pyrrha still hanging onto the end of her spear. With a growl, he swung her around until her grip slackened and tossed her away. Spinning through the air, she managed to recover and land feet first against a building. As she looked up, her eyes widened at the sight of her spear flying towards her. She barely managed to avoid impalement as she jumped to the side, Miló embedding itself into the brick wall.

Left alone against the monstrous Faunus, Jaune was forced on the defensive as Bear swung wildly with his hammer, forcing the knight to backpedal and awkwardly guard against the unfathomably heavy blows. Over and over again Bear bashed against Jaune's shield with wild abandon, wearing down his considerable aura with earth shaking attacks. The knight could feel the bones in his arm straining against the terrible force; he couldn't keep this up forever.

Fortunately, Pyrrha had returned to the fray with her shield raised, knocking against Bear's hammer with Akoúo's smooth face. The counter force sent Bear stumbling, allowing the Arkos pair to resume the offensive. Working in perfect tandem, they struck, cut, and sliced away at Bear with well placed strikes, their blades sparking against his heavy plate armor and his cumbersome parries with his hammer. Despite his considerable and superior defense, even he couldn't hold strong forever. A particularly powerful and nasty swing from Jaune cut deeply into his armor, his aura sparking with the tell-tale hum of a power-down. Now was their chance.

"Pyrrha! Shield!" Jaune commanded as he charged against Bear's hammer swing, leaving his body open.

Obeying without hesitation, Pyrrha flung her shield with pinpoint precision, the golden disc impacting against Bear's nose, breaking it and blinding him with pain. Eyes watering, he yelled out and stumbled backwards while clutching at his face.

"Hammer and Anvil!" Jaune commanded a second time, calling out their attack as he faced Bear from the front.

On his mark, Pyrrha vanished from sight and reappeared at Bear's rear. Shields raised, the pair charged forward, pinning their opponent in between with monstrous force. The dual pressure forced bile to come surging up Bear's throat. Caught in a vice, he had no means of escape as Jaune and Pyrrha spun on their heels with their blades raised. Together, they stabbed forward, burying their swords into the exposed gaps of his armor along his collarbone. Eyes wide, a fountain of blood spewed from his mouth and splashed against Jaune's face, the burly Faunus collapsing to his knees.

The knight stared down upon his enemy with a hint of pity. Jaune hated the idea of taking a life, the entire night having worn hard against his sanity, and even though the burly, dying man who almost killed Nora glared hatefully into his eyes, the knight couldn't bring himself to respond with that same hate. It was a hollow victory.

"It's over," Jaune stated with finality, his words as loud as a thunderclap amongst the silence that had befallen the battleground.

Coughing once more with a sneer plastered on his face, Bear forced himself to smile with a victorious glint in his eyes.

"You're right," he agreed as he reached out with both hands, grasping at Jaune's chest plate and Pyrrha's sword arm. "It _is_ over, and you'll be coming to Hell with me!"

Jaune's eyes widened as a horrible surge of dark aura erupted from Bear's body. Even after all of that, he still had power to spare? Dread filled his heart as realization dawned upon the knight. The beast was a dead man walking, his aura violently shifting; he was a walking bomb.

Time seemed to slow as the rapid combustion took place within Bear's body, his form cracking open with a dark light. As Pyrrha gazed into her partner's eyes, a split second decision tore through her mind. Her eyes filled with acceptance for their fate, she reached forward with her free hand and using her Semblance, pried open Bear's gauntlet fingers from the both of them. A second, more powerful burst of polarity followed, grasping their armor and flinging them free from Bear's grasp.

It happened in an instant. Bear detonated on the spot with a force powerful enough to flatten the entire city block. It slammed into Jaune without mercy, blasting him away in a furious storm of dark fire and dust. His flight didn't last long as he crashed, his head rebounding heavily against a solid surface. As his vision swam and consciousness escaped him, his last coherent thought was hung on a simple phrase Pyrrha had mouthed to him in those final moments.

" _I'm sorry."_

* * *

 **A/N: I know I know, another terrible cliff hanger. For this chapter, I wanted to give the air of a very real sense of danger, to drive home a point that our heroes are not invincible, as well as show a hint of the utter devotion Adam commands over his soldiers.**

 **Canon Adam has become, for lack of a better term, pathetic. I had high hopes of him when he murdered Sienna Khan since this set up the perfect opportunity to show the growing schism between Ghira's followers and Adam's. Instead we got... whatever it was he did at Haven. Considering what kind of assault he carried out at Beacon, this was extraordinarily disappointing for me. Oh well, at least the gang is back together, and it gives me another reason to keep this AU of mine going.**

 **Torchwick is alive, yes indeed and he's hired Mercury to his crew. While I seek to mostly keep Emerald's devotion to Cinder true to Canon, Mercury struck me as different in his motivations. He's willful, headstrong and fiercely proud of his strength, as well as astoundingly selfish. Writing him as a rough mercenary type seems to fit the bill quite nicely. Fortune and freedom are his goals in life, things that were far beyond his grasp in his childhood, and while he's thankful for Cinder taking him in, he doesn't quite hold the same unwavering loyalty for her as his partner.**

 **Pyrrha and Jaune, the Arkos Duo. I've wondered how he would fight had he made greater progress with Pyrrha in his training, so molding a more matured fighting style proved to be a challenge here. Clearly he's influenced heavily by his tutor, but by that same token he has his own nuances that set him apart from his partner. He's rough and blunt in his attacks, possessing the unwavering strength of a Knight as opposed to the practiced finesse of a Spartan. This also holds true for his personality, as he fights to defend not attack, and while he finds friendly spars enjoyable, he'd be much happier without the horrors of war hanging over him.**

 **Oh dear, what on earth is going to happen next chapter? As always, if you enjoyed what you've read, show your support and hit those fave and follow buttons, and feel free to leave a review if you want to share your thoughts. Thanks folks, and see you next time!**


	50. I May Fall

**A/N: Yes. I'm still alive. I apologize deeply for this extended hiatus, but February turned out to be an extremely rough month from which I am still recovering. Some time was needed to get my life back on track, but now I am more or less stable. No health issues, just other ones. As such, I made sure to make this chapter longer than my usual submissions. I hope it's to your liking.**

 **Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

Raine fired an ocular energy beam against the Elder One that had answered Adam's call, the titanic beast shrieking with pain as the divine energies burned into its chest. Despite this, it continued to barrel forward, flapping its wings with mighty strokes against the Caelesti's assault. He dropped back down to earth with a huff and narrowly escaping a gaping maw as the beast crossed his path, all the while with Adam watching from atop a ruined building with crossed arms and a smirk adorning his face.

"Damn it, this thing just keeps absorbing everything I throw at it," Raine growled as his hands gripped tightly at his swords. "It's got to have a weakness of some kind."

Within moments, the ancient Grimm had circled around for another pass, and in the depths of its throat Raine could spy the soft glow of flame bubbling to the surface. The Wyvern swooped low and from its maw erupted a brilliant display of dark flames, completely engulfing the courtyard. Yelling with exertion, Raine crossed his blades together in a guard and extended his aura into a protective bubble just as the flames washed over him. Sweat dripped down his brow as the intense heat licked across his skin. He could feel his aura wavering under the assault. Roaring, he reached out with his Semblance, spinning the flames with a torrent of wind, twisting them into a mighty tornado. One last push outwards banished the inferno, scattering the embers in a brilliant display. Stray flames fanned out around him in a corkscrew, the earth flash heated into a molten spiral.

"Impressive," Adam complimented with a clap. "Most impressive."

"Bastard..." Raine growled as he prepared to rush the villain, only to halt when the Wyvern landed directly in front of him.

"Out of my way!" Raine bellowed as he brought his blades to bear.

The beast lunged forward with snapping jaws, missing its prey by inches. Raine twisted in response and struck back, slicing into its face with a shining blade and leaving a faint cut along its cheek. In anger, it reared up a clawed hand at the center of its wing and brought it crashing down upon the sickly, charred earth. Raine rolled to the side, evading the Wyvern's swipe and leaped forward with a spin. He carved into the beast's flank with a sizzling sear, and yet its hide continued to hold fast. In its thrashing, the Wyvern swiped at him once more with a clawed wing, but he avoided this as well as he jumped high into the air. Falling with a somersault, he landed on the mighty Grimm's back and buried his swords to their hilts between its shoulder-blades.

The Wyvern roared in pain and thrashed about, spewing random flames into the air as it craned its neck desperately in a vain attempt at snatching Raine up in its jaws. The Caelesti could do little more than hang on as his still searing blades sent the beast into a frenzy, forcing it to rampage throughout the ruined campus. One last and mighty lurch finally bucked the Caelesti from the Grimm's back, his grip slackened from his glowing blades. The Wyvern bellowed angrily as it spun in place, swinging its tail into Raine's tumbling form and smacking him into the Headmaster's tower. Pleased that its prey was now at its mercy, the Wyvern pumped a powerful beat with its wings, lifting itself from the ground and hovering in place. A baritone, growling rumble preceded the up-welling of flames deep within the beast's throat, all too eager to incinerate the insect that dared to stand against an Elder One in defiance.

Raine struggled to free himself from the crater his body had dug into the side of the tower, the soft and orange glow of fire overtaking him. He had to move... he had to move! To his great surprise, the inferno never came. Instead, the Wyvern was jolted aside as an emerald beam of plasma collided into its head. Roaring in pain and anger, it took to the sky, the great beast sufficiently cowed for a much needed moment.

Prying himself free, Raine floated to the ground in confusion, searching for the source of the sudden attack that very well had saved his life.

"Salutations friend Raine!"

His jaw dropped in shock.

"Penny...?" he asked incredulously as the android girl cheerfully walked up to him. "What are you doing here?"

"We came to help," she answered nod.

"We?"

The familiar sound of high caliber rounds firing drew his attention back to the Wyvern that had been pummeling him. In the darkness, his silver eyes could pick out the form of a red blur flashing about in a harassing manner, stopping occasionally to fire off a few rounds before blurring out of sight once more. A single rose petal fluttered across his vision, the assailant becoming abundantly clear.

"Ruby!" he said in a panic, his wings spreading behind him as the Caelesti took off to rejoin the battle.

Penny followed, the hidden jets in her blades propelling her forward like a rocket. Together, they hastened their way back to the young rose currently dueling the Elder One.

"Come on you ugly, overgrown lizard!" Ruby yelled as she extended Crescent Rose into its scythe form.

Hanging in midair briefly, she fired a round behind her and barreled forward, holding the mighty weapon to aloft for a swing. Silver eyes glowing, she buried her blade into the Wyvern's side. It screeched in pain as Crescent Rose dug deep, forcing it to lurch to the side as it frantically flapped its wings. It careened sideways and crashed into the tower, tearing massive chunks out of the structure's side. Unfortunately, the impact knocked Crescent Rose loose, and a second jolt from the Wyvern knocked heavily into her. All of a sudden, Ruby found herself in a tumbling free-fall.

Panicking, she fumbled with her weapon as she struggled to right herself and slow her descent, but the world was spinning too much for her. As every rotation brought the ground ever closer, she closed her eyes and pooled her aura, preparing for the inevitable impact. It never came as instead she was cradled in warm arms. Her stomach lurching from the abrupt change in direction, Ruby looked up into the eyes of her savior.

"Raine..." she said softly, her gaze drawn to the magnificent wings that carried her to safety.

He touched down softly onto a roof, setting Ruby on her feet. She immediately dropped Crescent Rose and threw her arms around him, pulling him into a forceful and desperate kiss. He took it in stride, but quickly broke off the contact.

"Why did you come back?" he asked her with a shaky voice.

"I won't leave you," she answered with conviction. "Not anymore. Blake is safe, and so is everyone else. Everyone except you."

He swallowed the lump in his throat, his gaze glancing apprehensively towards the distant yet dark and pronounced form of Adam waiting patiently for him to finish off the Elder One currently circling overhead.

"If he steps into this fight again, we'll be in big trouble," he said seriously.

"So what?" Ruby shot back lightly. "We'll just deck him in the schnoz!"

"We'll... what?" Raine asked dumbstruck. "Ruby, this isn't a joke. I'm being serious here!"

"So am I," she said with a straight face as she retrieved Crescent Rose. "Now come on, we still have a lizard to kill."

Penny chose that moment to rejoin her friends, the android touching down lightly beside them.

"I've analyzed the Wyvern's attack patterns and capabilities. It prefers sweeping passes over direct combat, spawning Grimm from its biomass to saturate the land below," Penny stated, her eyes lighting up with a myriad of flashes and symbols.

"Spawning Grimm...?" Ruby asked with a wide-eyed shudder.

"Yes," Penny said simply as she lifted a finger towards the circling monstrosity.

The Wyvern let out a roar as it made another pass, large globules of mass dripping from its body. Ruby watched in disgusted horror as the tar-like substance morphed into individual Grimm. A monster like that could probably overrun the entire kingdom on its own. Narrowing her eyes with her mind made up, she hefted Crescent Rose in a combat stance.

"How about a weakness?" she asked.

"I'm not sure, though its hide and armor seems weakest at its joint areas," Penny answered.

"Penny, how strong is your energy cannon?" Raine inquired as he stepped forward.

Penny looked at him curiously.

"It depends on how long I have to charge up. Do you have an idea?"

"In a manner of speaking. If it can regenerate, we'll just have to hit it with enough firepower to overcome that healing factor. How much time do you think you'll need?"

Penny put on a thoughtful look for a moment.

"Can you give me five minutes?" she asked as her eyes lit up with determination. "That should be sufficient time to charge up to 100%."

"We can do that," Raine agreed. "Ready team?"

Ruby smiled confidently.

"Ready."

"Combat ready!" Penny declared cheerfully.

"Alright. Let's get to work!"

On his order, the three young hunters launched into action. As Ruby and Penny jumped down to the ground, Raine took flight towards the mighty Grimm they had been tasked with slaying. The beast roared at his challenge as he closed the distance, rearing back to unleash a torrent of flame upon him. Anticipating the attack and seeing a rare opportunity of using his opponent's attack against him, Raine called upon his Semblance. As a concentrated stream of fire bore down upon him, he let loose his own gale of winds, both enhancing and redirecting the hellish inferno back upon the Wyvern.

The Wyvern's hide glowed and cracked under the intense heat, choking back the stream as it yelped in pain. Immediately Raine was upon him, slashing furiously at its now weakened hide and slicing deep. He circled the beast quickly, aiming for every crack and soft-spot his silver eyes could discern, all the while skillfully evading the beast's thrashing and manic attempts at swatting him out of the sky. As its jaws came down to snap him in two, Raine phased out of sight and reappeared from above, his eyes glowing furiously with power. This time, Raine focused the budding power beneath his irises, seizing control of the stream for a far more concentrated attack. Eyes narrowing, Raine yelled out as the intense ocular beams struck the Wyvern between its wings. The force of the attack sent it plummeting back down to earth in a screaming fit, and yet it managed to recover with the spreading of its wings; the dogfight continued.

With Raine acting as a decoy for the source, Ruby set to work cleaning up the thralls. With every swing of Crescent Rose, she struck down scores of creeps as they swarmed her and Penny in a frenzy. She spun the mighty scythe in a flourish, hooking another pair with the tip and, with a second swing, flung them into the onrushing crowd. She phased in and out of sight as she made liberal use of her Semblance, crossing entire swaths of ground within the blink of an eye. Errant rose petals scattered through the wind as she continued to mop up the never-ending tide.

As for Penny, she stood towards the back, knees bent and arms stretched outwards to her sides. Deep breaths filled her lungs as she drew upon the aura pumping throughout her artificial body. She could feel it building, welling up inside of her, emerald sparks discharging from her form. As the power grew, so did the discomfort and pain it caused. She grit her teeth as she willfully demanded more energy than she had ever before expended. Warning alarms rang in her ears, her vision was littered with status alerts courtesy of her internal processors, incessantly demanding she cease her actions before a system overload occurred. And yet, despite all these safety measures carrying out their programming to salvage the entire mainframe as a whole, a far different part of her subconscious ignored all of that, specifically telling her this was the right thing to do. It felt odd, out of place, foreign, and yet... familiar. She couldn't quite put a finger on the feeling and yet it was hardly alien, having always been a part of her sitting in the furthest reaches of her thoughts.

Touching upon it brought fleeting images and sensations; a little girl's laughter, a father's warm embrace, the peck of a mother's goodnight kiss upon her forehead. Where did these memories come from? Was this her? That shouldn't be possible. She had no memory of this, not that she could place anyway. All she could say now was that she wanted desperately to learn more, to find the origin of these thoughts, thoughts that an android girl such as her shouldn't have.

Redoubling her efforts, she yelled out as a surge of energy coursed through her. So potent and violent these bursts were that a single tendril reduced a stray Creep to ash. The bolts drew Ruby's gaze, her eyes widening at the energy Penny was exuding as well as the clear strain seen in her body. Memories of Raine's duel with her uncle came rushing back to her as well as the same worry. She shoved those feelings aside, focusing instead on her mission as she bisected another Beowolf. A flourish of her scythe struck down two more.

"Ruby! I can't hold it much longer! Hurry!" Penny yelled out against the din of battle.

She gave her friend a nod as she swung Crescent Rose to dispatch the straggling Grimm, then turned her attention to Wyvern high above the campus. Her silver eyes lit up with power, fueling her Semblance beyond normal constraints. She vanished from the spot in a flurry of rose petals, propelling herself higher and higher into the air to meet the great beast in battle. She slammed into the Grimm broadside, smiling as the force of her swing sent in tumbling into the tower, an act that brought Raine flying up alongside her.

"Is she ready?" he asked as he glanced down to Penny.

"Yeah. Let's end this thing," Ruby answered with a determined nod.

The two Caelesti grasped each other by the forearms and together, combined into a single spinning mass of rose petals, a dark red flashing with silvery light. With a downward push, they evaded the angry Wyvern's jaws, gaining altitude as they went and surpassing the highest point of Beacon Tower. As the momentum from Ruby's Semblance died down, they split back into their separate forms, the Red Rose Reaper hefting Crescent Rose in a reverse grip, ready for a mighty swing.

Gripping tightly at the shaft near the blade's edge was Raine, a single sword in his free hand glowing menacingly with silver energy, and a grim smirk on his face.

"Think you can make the shot?" he asked her playfully.

"Can I?" Ruby responded in a tone eerily reminiscent of her partner. "Deja vu."

She then swung, spinning once, twice, thrice, each pass propelling them with ever increasing momentum until finally, with a roar, she swung one final time and sending Raine plummeting down towards their target. Gusts of wind whipped around his body, turning him into winged missile surrounded by razor sharp air currents. Sword raised, he slammed into the Wyvern's exposed chest with a thunderclap, burying his blade as deeply as it could reach. A shockwave rippled out across the campus as the great beast was brought low and into the earth with a mighty crash, directly into Penny's line of fire.

"Do it!" Raine bellowed as he yanked his blade free and took to the air once more.

For good measure, he let loose a powerful ocular beam that seared into the Wyvern's body, pinning it to the ground and eliciting a bone chilling screech from the beast's maw.

Taking their chance, Penny growled and thrust her hands forward, her laser array letting loose an incredible emerald beam of energy powerful enough to rip apart the ground. She felt her arms trembling from the blast, her sensors giving a searing, almost numbing sensation as her aura rushed out of her, but the effect it had on their foe was desired. The blast barreled into the ancient Grimm, pinning it against Beacon Tower with an earth-shaking force. It thrashed and flailed against Penny's relentless assault, it's hide peeling away under the intense heat. What followed was muscle, tendons, and even bone as the mighty Grimm was steadily reduced to ashes, but it refused to lay back and perish.

It turned against the astounding pressure and, with a deep roar, let loose a massive gout of flame that pushed back against Penny's attack. The counter force drove the android girl to her knees, her internal processors going haywire in her head. She felt her own reserves dwindling as she pulled upon far more aura than she ever thought possible. Gritting her teeth, she forced herself back to her feet, but the lapse in energy was showing strong, and as the Wyvern fought back, it was able to gain enough ground to allow its healing factor to kick back in.

"Penny!" came Ruby's voice as the two Caelesti touched down beside her. "We'll help too!"

"Ruby? Raine?" she asked through the strain as they stood alongside her, Raine with his left arm outstretched with an open palm.

Her scanners could detect a gathering of aura in the center, a massive rushing of energy to rival her own. There was still hope.

"This is it!" he encouraged her. "Give it everything you have!"

With his own roar, a silver beam of aura erupted from his gloved palm, the energy mixing with Penny's blast and lighting up the campus with a brilliant display. Slowly but surely, this new power pushed back against the Wyvern's stream and soon enough, they were just upon the cusp of victory.

"Just... a bit... more!" he growled as he dug deeper.

"I've got almost nothing left!" Penny gasped out her response, her beam beginning to falter and with it, her resolve.

"Look past your fear, Penny. You can do it!" Raine pushed. "Do you really want this thing to destroy the city?!"

Penny released the internal fail-safe protocols that were designed to protect her body, shutting down all of the warning sirens and notifications that assaulted her cybernetic mind. For a moment, the silence was liberating, empowering even as she now had more access to her aura than ever before, but with it came a very real, very _human_ sensation if there was a specific word she could use, of exhaustion the likes of which she could hardly even comprehend... as if she was dying... and it was absolutely terrifying.

"Don't give up!" came Ruby's voice.

The young rose placed an encouraging hand on Penny's shoulder, and in that moment she felt strength come rushing into her. Was this aura transfer she heard her friends talk about? Was that even possible with an android like her despite her artificial nature? With awe in her eyes, she turned to face her friend, her first real friend, and as green eyes met brilliant silver, she knew she had to win here, no matter what the cost.

"Ruby... thank you," she said with emotion thick in her voice.

As the struggle continued, Adam watched on with cool appreciation. They might actually have a chance to pull through. Arms crossed and smirk adorning his face, the Umbrani watched with rapt attention, curious of the outcome of this battle.

Unbeknownst to all present, the tower itself was showing worrying signs of collapse after the night's punishment. Long, jagged cracks could be seen clearly in the fight's glow, the spider web of damage spreading upon along the tower's body. Pieces of rubble chipped away here and there, raining down around the ruined campus as an early warning for anyone present to move, and move fast. Nobody paid attention... until a sizeable chunk came plunging down and landing heavily onto the Wyvern's neck. In an instant, its flames were stymied.

"Together!" bellowed Raine as he rallied the two girls at his side.

He grasped his left wrist with his right hand, and with a collective roar, the three poured all of their aura into this one, final attack. The energy barreled through what was left of the Wyvern's flamethrower and struck savagely. Its cries of screeching pain were drowned out by the rolling hum of a combined assault never before seen in Remnant's history. At last, the final remains of the Elder One were burned away, pinned against Beacon Tower, and as a final nail in the coffin, the once brilliant spire came undone and collapsed, crumbling beneath its own weight with a rumbling boom.

As dust enveloped the three warriors, Raine and Penny collapsed to their knees, the pair gasping for breath from the ordeal their bodies had both endured. Ruby was little less worse for wear, having still experienced a drain by linking her aura to Penny's, but was overall still ready for battle. She needed to be, as a faint clapping could be heard echoing through the darkness.

"Bravo, bravo!" praised Adam as he touched down in front of them, his violet wings shining brightly through the haze. "I honestly didn't think you would survive the encounter, let alone triumph."

Raine sneered as he struggled back to his feet, his footsteps heavy.

"And I have more than enough to finish you off as well," he growled as he formed a shining broadsword in his hand.

Unfortunately to his great dismay, the blade fizzled and died, along with much of Raine's power. With horror in his eyes, his wings vanished, as did the blinding light coming from his eyes.

"Im-impossible... not like this..." he gasped as the full weight of his exhaustion struck him down.

"Raine!" Ruby cried out as she rushed to his side, all the while beneath Adam's menacing gaze.

His smile grew wider.

"It appears you've reached your limit," Adam declared, giving voice to the thought nobody wanted to entertain. "Such a pity, and you had such promise as well. You should've ended me with that blast, not the lizard. What would two more deaths really mean if it meant putting me down for good? What happened to all of that rage and anger that nearly drove me to the brink? Then again... you've been fighting futilely against a God among Men. To have come so close only to let absolute victory slip through your fingers... now you will pay the ultimate price, and it starts... with _her_."

His message was clear about which _her_ he spoke of. He drew Thorn with a deliberate delay, wanting to savor the moment; Ruby's fear, Raine's frustration, Penny's helplessness. The brave little android fought as valiantly as any real Huntress would, but she too had nothing left to give, having barely managed to remain conscious. Sacrificing one of his Mistress' most powerful servants was indeed a heavy blow, but in the end he would still have his prize. Only one more still stood between him and absolute victory.

"Ruby..." Raine wheezed. "Please... leave now. I can't... I can't lose you too."

She stood defiantly in front of the self-proclaimed God, Crescent Rose planted in the ground. She took a deep breath as she prepared to face down one of the most dangerous men in the world.

"I don't..." she began, quelling the tremors in her voice. "I _can't_ understand what turned you into this, Adam. I want to, but I know I can't."

Her voice, timid and small as it was, still gave the man pause. His grip on Thorn became a bit tighter, but he didn't retort, not yet.

"But I know this wasn't always you," she continued. "Raine looked up to you, chased after you, drove himself to catch up to you so he could stand alongside you. He spoke so highly of you when he talked about those memories. And Blake... she _idolized_ you. You were everything she wanted to be. Strong, confident, and a driving hope for your people. She told me you _inspired_ the White Fang when many wanted to quit. You were that hero they wanted... and now... when I look at you like this, when I look at what you've done in spite of all those praises, I feel so much sadness... so much hurt... and I can't even explain why."

Adam felt his throat constrict at her audacity.

"You know nothing of the world..." he spoke lowly, dangerously.

"You're right, I don't," she admitted. "But what I do know is this. There are _so_ many people in the world hurting right now, too many for me to help all at once. All I can do is try to help them one at a time, one day after another. I might not be able to save the whole world, but if I can at least help one person in theirs, then that's enough. I don't want to fight you, Adam. I wish today never had happened, and I know Raine and many others have every right to hate you for what you've done... but I can't bring myself to do the same because... I think you're hurting too, and I want to help you."

If his grip on Thorn could get any tighter, it would. Ruby's words had cut into him deep, exposing him in ways he didn't think possible. Now, more than ever, he wanted to kill this girl for making him feel this way, but at the very least he would make this death quick. He would grant her that much.

"You are a fool Ruby Rose... a naive little fool," he growled. "You are far too innocent for this world, so killing you here will be a mercy. Know this in your final moments; you either die a hero, or live long enough to become a villain. For that, I shall grant you a hero's death."

She sighed sadly as she readied Crescent Rose.

"I will do what I have to."

Thorn raised, Adam rushed forward to snuff the life out of her, but she was prepared and brought Crescent Rose to bear, the mighty scythe clanging loudly with the glowing katana. He pushed forward with a snarl, exposing her as he broke through her guard and lunged forward, intent on cutting her in half. To his surprise, she burst into rose petals, his blade passing harmlessly through the cloud. From his flanks, she struck back, swinging heavily with her scythe and clashing against his hastily raised block. Her eyes were now alight with silver power, and she bore down upon him relentlessly, reminding him that she too was a warrior.

Adam was immediately forced on the defensive as he backpedaled under her assault. Such a massive weapon like her scythe fell with more weight than he could ever imagine possible, especially in the hands of a girl as small as her. His simple unfamiliarity of battling against such a unique weapon was costing him dearly. She spun and twirled in an intricate display, lashing out with lethal precision. Every passing arc of her blade scattered the ashes beneath their feet, kicking up an irritating haze that drifted into his senses. He would not be made a fool of a second time.

He flash stepped backwards, Thorn sheathed as he lowered into his most lethal stance, his pose causing Raine to panic, remembering the strike that killed Cyan, only this time the shadow in his mind's eye was that of Ruby. Furiously, he commanded his body to move, his muscles trembling pitifully in response. He couldn't let him kill her too!

Fortunately, Ruby had recognized that pose as well, her mind flashing back to one of the numerous training sessions she had with Raine shortly before the tournament, and with that hindsight, she was thankful that they had that conversation.

" _Hey Raine?" Ruby asked as she glanced up from her water bottle. "What's Adam's Semblance?"_

 _He gave her an odd look._

" _Where's this coming from?"_

" _I got to thinking about it one day, ya know, since Mountain Glenn. What if we end up fighting him?"_

 _Raine's lips narrowed into a thin line as he turned away, resting his head against the tree they had decided to rest under._

" _I'm... not sure," he answered truthfully. "He never told me while we trained together, but there's at least one technique he knows that might be it. He calls it Moonslice."_

 _Ruby perked up at the name._

" _That sounds cool," she said with a little smile._

 _He chuckled and shook his head._

" _Not as cool as you think. I don't know when he created it, and while it certainly could be used against Grimm, he designed it with only one goal in mind; to kill Hunters."_

 _Her face went pale._

"Just _for killing Hunters?" she repeated for clarification._

 _He nodded._

" _Throughout a battle, he uses his aura to absorb excess energy into his sword, stockpiling it over time so that it can all be unleashed into a single attack. Think like your sister's Semblance but condensed. He typically does this with a quick draw and is always dramatic about it, and when he finally strikes, that energy is strong enough to reduce his target to ashes. If a fight goes on long enough, he can even cut through a person's aura, no matter how strong they are."_

" _That's horrible!" Ruby said with shock. "Why would he even make something like that?"_

 _Raine looked to her sadly._

" _He's in a dark place, Ruby. A very dark place. I hope you never have to fight him."_

Of course that hope had been tossed to the wayside as she now faced off against Adam in a life or death battle, but this was something she had trained for tirelessly. Adam may have been fast, but she was faster, and she drove home that point when she vanished into thin air moments before his quick draw could land. The Umbrani looked on in confusion as the girl effortlessly evaded one of his fastest attacks, his glowing, violet eyes sweeping the battlefield for any trace of the young reaper, the only evidence of her passing being an errant rose petal fluttering in the wind.

"Over here," he suddenly heard her call from his flank.

He rounded to face her with another swing of his blade, the edge discharging a deadly crescent of energy, but was once again met with a light cloud of rose petals. Growling, his eyes rapidly scanned the surrounding area until he caught the barest glimpse of the young reaper flashing from sight as she promptly swung down upon him with her scythe. He managed to block the strike, but with incredible speed came natural power, and the blow sent him careening into the ruined remains of the Memorial Statue. Spittle came spewing from his mouth as the impact sent him reeling, though it served little in terms of lasting damage and merely angered him further.

"You won't dodge this!" he roared as he lowered into a quick-draw stance.

With malice coursing through his veins, he let loose a rapid series of quick-draws, banking on Thorn's supernatural reach to strike her down.

Eyes alight with silver power, Ruby's perception of time seemed to slow to a crawl, her vision absorbing even the faintest of details in the battlefield, from the minuscule embers floating through the wind to the ash beneath her feet. The strike began as the faintest flash of light materializing out of thin air, red in color with ever increasing velocity that bore down upon her, yet this too moved at a snail's pace and thus was effortlessly avoided. It was followed by a second, then a third, each one evaded with practiced grace.

" _I can see it,"_ she thought with wonder as her body seemed to move on its own. _"I can see everything."_

She didn't expect to gain this much progress since that day on Beacon Cliff when she had just first started seeing the world with her Caelesti eyes, but standing here now she was nothing but grateful. It was time for her to take advantage of that talent.

As yet another cut came down upon her head, she moved with her Semblance once more, drawing upon it subconsciously and closing the gap between her and Adam within the blink of an eye. Her counter attack came immediately, swinging Crescent Rose in a sweeping upper cut that tore across Adam's chest. His eyes widened at her sudden appearance realizing too little too late as he felt her scythe tear through his skin, showering the pair with blood as it struck with enough force to penetrate his aura.

As the maddened Umbrani stumbled backwards in shock, Ruby shifted her grip and with a flourish, brought Crescent Rose down like an executioner. In that moment, Adam felt a twinge of fear, true fear as the young girl standing before him shifted into a bloody red visage of the Grim Reaper, having come to personally collect his soul. It never came as the mighty scythe's edge came to a halt at his neck, causing his breath to hitch. Ruby looked down upon him with sorrow, unable to follow through with the deed.

"I don't want to kill you Adam," she admitted with a tremble in her voice, her eyes having lost their silvery glow. "Please come back to us."

"Why didn't you do it?" he asked with barely a whisper.

She closed her eyes sadly.

"Because I want to help you," she answered softly, earning her a sneer.

"You're going to regret those words, Ruby Rose," he spat. "You're going to regret not taking my head off when you had the chance."

Taken aback by the hate in his voice, Ruby was ill prepared when his eyes burst with dark power, an ocular beam striking her dead center in the chest.

"Ruby!" Raine screamed as she was sent careening backwards in a smoking heap, her body sparking with a shattered aura.

Adrenaline rushed through his body, forcing his overtaxed muscles to move as he ran forward and caught her in his arms. Tears streamed down his face, terrified that the girl he loved, his other half, had been taken from him for good. Thankfully, as he forced his eyes to gaze upon her, his vision was met with the pristine fabric of her blouse. Her aura, though now broken, had held strong and absorbed the entirety of the blast.

"Why?!" he gasped out through choked sobs. "Why did you do that?!"

She coughed through her smile, sheepishly apologetic of her act of mercy.

"Because we're not killers. Huntsmen and Huntresses save people."

He couldn't help but laugh in spite of their predicament, shaking his head in disbelief at her innocence.

"I don't know if I should love you or hate you right now."

She blushed and prodded her fingers together.

"Can't you just love me...?" she asked meekly.

"Enough!" screeched Adam as he let his aura flare wildly. "I will _not_ be humiliated any further by the likes of _either_ of you! Everyone dies tonight!"

His body lit up in a brilliant display of violet energy, his aura rolling from him in waves. His wings spread even wider in all of their magnificence, the maddened Umbrani drawing upon all of his power for one final assault. With a demonic roar, his aura completely enshrouded him with dark energy with only his eyes, now completely featureless, shining through the shadows. Eerily enough, the tell-tale bone armor of Grimm formed along his body, the ghostly white plates encasing his arms, legs, and torso, but most prominently of all was the large bull skull and horns that masked his face complete with massive jaws hanging over his mouth, his eyes glowing menacingly through the sockets. His new, Minotaur-esque form had nearly doubled him in size, allowing this half-man half-Grimm hybrid to tower over his victims. His glare sent a shudder of fear down Ruby's spine as she climbed back to her feet, Raine flanking her.

"Uhm... Raine...?" she asked uncertainly as the oppressive feeling of Grimm settled upon her, willing her aura to restore itself as quickly as she could muster. "You can still fight right? I _really_ don't want to fight that thing on my own."

The Caelesti gripped tightly at the sapphire around his neck, his trump card and final reserve of aura, a reserve he promptly drained completely. With his strength at least partially restored, he dug deep and grasped upon the anger he harbored for Adam, forcing his body to undergo ascension once more. His aura flared around him, the courtyard lighting up spectacularly with the return of his wings. Bright, silver eyes met Adam's violet unflinchingly.

"We'll have to finish this quickly. I'm not sure how much longer I can maintain this form," he admitted.

Ruby nodded and activated her own eyes, the wispy tendrils fanning out from her irises.

"It's a good thing we're the fastest fighters in Beacon," she commented with a small smile. "How does that saying go? When you mess with the bull?"

He snorted.

"You get the horns."

Their banter seemed to have further provoked the humanoid Grimm standing before them as it let loose an earsplitting roar. The force of the sound-waves blasted into the two Caelesti with the strength of a hurricane, their cloaks flapping violently in the wind as they struggled to maintain their footing. Without warning, Adam lunged forward upon all fours in a berserker rage, having completely disregarded his blade in favor of pummeling his adversaries into the ground.

A wild fist came for Raine first, a blatantly choreographed move which he evaded with little issue. What he hadn't counted on was the spinning hook kick that followed, a strike that landed heavily into his guard and sent him flying backwards. He could feel his arms go numb from the blow.

Bringing Crescent Rose to bear, Ruby swung down at the Umbrani as it rounded on her, the scythe bouncing harmlessly against his armor. Her eyes went wide as Adam knocked aside her beloved scythe with his forearm. Swinging wildly with his head, she was forced to evade with her Semblance, the razor sharp tips of his horns tearing into her blouse. She could feel the prick of her skin tearing, her aura unfortunately not fully restored. One wrong move and it really would be over for her.

As she made her retreat, Raine rejoined the fray, a single sword grasped in his hands. With a roar he lunged forward and swung, sparks bursting from the blade's point of impact against Adam's armor but this did little to deter him. He let loose a flurry of blows, his usual finesse disregarded in favor of sheer power. With every subsequent strike, the bone armor slowly chipped away. Had Adam retained his sanity, the master swordsman would easily turn this wild thrashing against him, but as a Grimm, cognitive thought was completely overwhelmed with raw instinct and Raine fully intended to take advantage of this weakness.

He jumped into the air with a roar, his blade held high over his head in a full power chop, but as the stroke came down upon Adam's skull, the Minotaur shifted ever so slightly and parried away the attack with one of his horns. That same horn slid across the blade and, with gravity doing the work for him, he impaled Raine in the shoulder. The Caelesti choked back a scream of pain as the pale white bone ran him through. He struggled to get free, swinging with his sword with his free arm down upon Adam's crown over and over again, but these too were just glancing blows. A guttural bellow bubbled up from the Minotaur's throat as he tossed Raine aside like a rag-doll.

Hearing her beloved's cry of pain, Ruby moved in from the flank towards Adam's blind-spot, yelling out as she swung Crescent Rose with all of her might. This time, she made sure to aim for the gap between the floating ribs of Adam's bone chest-plate. The scythe's tip struck deeply, ripping a roar of pain from the maddened Umbrani's throat. In a rage, he reached forward and grasped her by the arms with both hands, his massive fingers completely wrapping around her tender flesh with room to spare.

Caught in his grip, Ruby screamed out in pain as he squeezed, her bones protesting against the crushing force threatening to snap them to pieces. Desperate to get free, the young rose subconsciously sent aura rushing through her irises and let loose a wild yet powerful beam that drilled through the gap in Adam's mask. The blow was enough to force his grip to lessen, allowing her to muscle free and yank Crescent Rose out of his side.

Ignoring the throbbing pain in her bones, Ruby pressed forward with her own assault, swinging her scythe in rapid arcs as she took advantage of his feeble defense. This time, every swing from Crescent Rose struck home, leaving a new carving in his aura, but just as quickly as the damage was done, it disappeared as the shadows reformed themselves. As she readied another swing, Adam reared his fist back with the intent to slam her into the ground. Shifting her grip, Ruby fired a round from Crescent Rose and used the recoil to dodge to safety, his hammer strike landing heavily in the dirt. She rolled with her landing and came side by side with Raine who clutched at the blood red spot pooling from his shoulder.

"Are you going to be ok?" she asked worriedly as she eyed his wound.

"I'll be fine, just focus on him," he answered with a grunt.

"This is crazy," she said panting. "No matter how many times I cut him, he just shrugs it off and keeps going."

"Well... we still have that one move," Raine suggested as Adam turned to face them once more.

Ruby gave him a look of surprise.

"You sure about that? Even with your shoulder like that?" she asked uncertainly. "The last time we did _the thing,_ we could barely stand afterwords. We'll only have one shot at it."

"Just don't twist my guts inside out and we'll manage," Raine assured her.

She giggled lightly.

"No promises."

She took his hand in hers. Side by side, they stood against Adam Taurus as a gust of wind whipped around them. Ruby activated her Semblance, taking Raine with her as they burst into a mass of rose petals. The swirling cloud quickly surrounded Adam in a storm, the combination of Ruby's speed and Raine's wind engulfing the Minotaur utterly. Alone she was already a formidable warrior with her Semblance, but together the attack gained an entirely new level of power.

Razor sharp wind currents accompanied the petals, allowing them to cut sharply into Adam's aura, steadily draining away his second skin. He swung about wildly with his arms, desperate to catch his assailants; it was a fruitless effort. As he floundered about helplessly, the duo resumed their assault personally, blurring in and out of sight as they cut across the storm's eye. Tendrils of shadow and blood were left in the wake of their weapons as they criss-crossed in a tag team attack that would completely carve a normal Grimm to ribbons, all the while with Raine's Semblance intensifying the cyclone beyond the limits of a natural storm.

Adam's mind raced as he stumbled about in the cyclone, screaming in pain and anger as his aura was finally broken, the shadows receding along with their bone armor. This time, he could acutely feel every cut that riddled his body. This wasn't happening, this shouldn't be happening! He was superior to these _children_ in every aspect! So why were they winning?! Where did they get all of this power?! He was given little time to contemplate further as Raine and Ruby moved in for the final blow. They approached from opposite flanks and kicked him into the air... hard. The gusts of the cyclone carried him even higher as he spun head over heels, his eyes widening as he spotted them both waiting to receive him. Their silhouettes were framed by the shattered moon as they came down upon him as one.

"Crimson Storm!" they bellowed as they fell, Crescent Rose cutting across Adam's chest and an ethereal Tempest carving into his back.

They struck in the blink of an eye, too fast for the Minotaur to react. Blood trailed from the blades that tore into him, these cuts digging deeper than all the others. The red mist enshrouded him as they were whipped about by the churning winds that gave the attack its namesake, his limp body tumbling back down to earth and landing in a mangled heap on his back. A gasp tore from his throat as he hit the ground, the once imposing Minotaur reverting back to his Faunus form, beaten and broken. The swirling mass of the cyclone faded away, leaving the courtyard empty and silent aside from the broken Umbrani, the exhausted Caelesti, and the young android who bore witness to the battle's climactic end.

Penny had no words for what had just transpired, watching in awe as the power faded from the eyes and bodies of the two young warriors, and while she was happy for their victory, she still couldn't help but worry for their well-being. Never before had she seen somebody press their limits in battle, herself included as her systems remained slow to reboot. Even speaking was proving difficult as she crawled her way over to her two closest and, in retrospect, only friends.

Raine gasped for breath as his wings faded away, the swordsman doubling over onto his hands and knees. His lungs heaved for breath, each sucking inhale accompanied by a spike of pain radiating from the shoulder that had been pierced by Adam's horn. Blurry eyes spun in and out of focus as he shifted his gaze to the exhausted Ruby Rose laying next to him. She was teetering upon the brink of unconsciousness, a fortunate thing considering what she had attempted to do with Adam and what he was planning to do in her stead. He loved her dearly, but this was something far too personal to forgive.

With trembling muscles, he forced himself back to his feet and trudged forward, his heart beating heavily in his ears as he took step after arduous step towards the now crippled Adam. He felt hate, genuine hate for this man who murdered his team, and wanted nothing more than to snuff out his life. His intent became all the clearer as he bent down and grabbed Thorn, forgotten by its owner, and brought it to bear. He stood there looming over the self-proclaimed Umbrani, clothing in tatters and body riddled with wounds, glaring with malice in his eyes.

Adam leaned up weakly as he stared into those silver orbs that bore down upon him, the Umbrani struggling to back away in a vain attempt to escape. He didn't get very far as Raine planted his boot upon his chest, pinning him in place.

"I am going to end this once and for all," Raine declared as he lifted Thorn above his head. "This is for Cyan, Arianna, Urdin, and all of the other lives you have selfishly taken."

As he brought the blood red blade to finish the deed, a meek voice cried out to him.

"Raine, please don't do it," Ruby called out weakly.

His swing halted mere inches from Adam's neck.

"He can't hurt anyone, not anymore. It's over," she continued to beg as she struggled in vain to climb to her feet. "Please, don't turn into him."

Raine swallowed down the anger bumbling in his throat as he turned to face her.

"How can you say that Ruby? How can you say that after everything he's done?!" he cried as tears brewed in his eyes. "He murdered Cyan, he murdered Arianna, he _murdered_ the only father I've ever had!"

He glared hatefully back down to the man at his mercy.

"The only way this will end is with his life," he snarled. "If he gets away now, he'll only heal and come back stronger than ever! He'll keep killing, he won't stop. He deserves this, he deserves the justice he so constantly preaches!"

"And he will, but not like this," she plead. "You're not a killer Raine, and I know you're hurting so much right now, but revenge isn't the way. Revenge is how he started, isn't it? Revenge for his people, revenge for something that tipped him over the edge. Please don't let this be the moment that tips you too."

"Touching... how sickeningly touching indeed," came a voice from the shadows that echoed across the courtyard.

Raine froze at this new presence, his eyes straining into the darkness to find the speaker. He suddenly felt cold, a dark chill that settled upon the courtyard. He felt his breath hitch in his throat as a creeping, seizing fear took hold of him. He couldn't move, he couldn't even speak, only watch in mounting terror as the shadows were given form.

What stood before him was a woman, regal in her poise with skin a deathly white pallor. Violet veins ran across the exposed flesh of her arms and face, the vessels framing black eyes with red irises. Her hair was tied back in a large bun with six offshoots, three on each side and each of them were adorned with black, hanging ornaments. She was clothed in a very long, flowing robe as dark as the shadows that surrounded her that trailed across the ground with every step forward she took. A small smile adorned her face as she gazed upon the literally petrified Caelesti.

"Put that knife down, little boy. You will no longer have use of it," she commanded in a soft yet imposing tone.

Raine couldn't bring himself to disobey, allowing Thorn to slip from his fingers. It hit the ground with a clatter.

"Now... be a dear and kindly remove yourself from my servant."

He obeyed once more, lifting his foot from Adam's chest and stepping back. He couldn't explain it how a woman so beautiful and yet so terrifying could force him to submission with the mere whisper of her voice. He wanted to run, and yet couldn't. It was as if he was caught in a waking night terror. She had him in her thrall, his mind trapped within his own body.

"My mistress..." Adam feebly called out to her, gaining only a glance of indifference from this sinister woman.

"Lie there and be silent my bull. I shall have words with this young man who has bested you not once but twice," she stated, taking smooth steps as she slowly circled the cowed Caelesti.

"Raine Zaffre... son of Strohm Zaffre and Amber Fall, the child of a Caelesti and a Maiden," she spoke with honeyed words. "My have you come a long way."

She paused in her pacing, looking him over like a potential buyer inspecting a slave.

"You interest me, young man," she continued. "Adam is one of my greatest champions and yet you still have brought him so low. Even a... spawn like you shouldn't have this much power at such a young age."

"Who are you?" Raine managed to say, his gaze unable to meet this woman who looked upon him bemused at his question.

"I think you already know who I am," she answered smoothly as she leaned closer to him, her presence sending chills down his spine. "But I suppose it's a name that you seek? Continue to impress me in my inquries and I just might give it. For now though, I shall be doing the speaking until you are asked."

She folded her hands together and strode away, her robe displaying a large, red eye upon the back.

"It's no small feat to gain my attention in this manner, as much of this world disinterests me. Still, this was a night even I couldn't ignore; the death of dear Ozpin, the awakening of a Caelesti, as well as the sudden silence from another of my most trusted servants. Throughout all of this, Vale still stands and one of my most powerful Grimm was snuffed out like a candle. I was naturally curious as to why my servants were failing me so I came to investigate only to find you here. How did you, just one boy, do it?"

She faced him once more, her question hanging in the air as she patiently waited for an answer. His eyes betrayed him, flitting to Adam who lay there still breathing. A gentle look of understanding then dawned upon this Lady of Grimm's face.

"Ah, I see now. Adam was the one who enraged you so. I'll apologize for that as I am still trying to teach him to reign in that ego of his under control. He has a nasty habit of playing with his victims at the most unnecessary times."

She gazed down upon the broken warrior with judgmental pity.

"Unfortunately, I can't allow you to kill this one just yet as I still have need of him. Despite his failures, he is still too valuable of an asset. I've lost too many servants tonight and now I must salvage what I can of this debacle."

"Thank you my mistress..." Adam whispered quietly, to which she only frowned.

"Do not thank me for this, Adam Taurus," she lectured. "It is clear that you are still too weak to triumph over our greatest enemies, and that is unacceptable. We shall be correcting those weaknesses when I return. Now... sleep."

She gently raised a hand, Adam's eyes fluttering closed as shadows enveloped him. They pulled him into the ground and he vanished from sight, his blade disappearing with him and leaving the Queen with her unwilling subjects.

"Of course now I'm left with a puzzling decision to make," she stated thoughtfully as she approached him once more. "Normally I would just kill anybody who has committed transgressions against me much like you have, and yet I remain far too curious to see just how you'll develop. I can feel it radiating from you, Raine Zaffre. Beneath the terror you are exuding right now, I can still feel it. Your hate... your anger... a darkness clawing its way out of your heart that you so desperately try to shove back down. It's so... enriching to watch a people as self-righteous as yours give in to such emotions."

She lifted a finger to trace his jaw, discerning him and taking pleasure in his obvious discomfort.

"What is the light that remains in your life that keeps you grounded even now? What's stopping you from becoming what Adam has become?"

He couldn't answer, he _refused_ to answer, but she didn't need such an answer as her gaze lifted to the two girls cowering behind him. The android was of little concern to her, the ginger-haired Huntress but another tool of Atlas. Instead, it was the second pair of silver eyes quivering in fear that gave her all the answers she needed.

"Of course..." she said with a smile. "Love... young love... the brightest of all lights."

She turned away from Raine and strode towards Ruby, making the young rose shiver even more. Raine struggled to stop her, anger bubbling up once more yet he still couldn't move a muscle as she pressed her aura down upon him even more. Even as an android, Penny too could feel the oppressive power radiating from this woman, an aura far too dark for any normal human to possess. Her sensors gave her a worrying classification that should've been impossible; Grimm. Pushing herself to her feet, Penny stood protectively in front of Ruby, arms outstretched in defiance.

"You won't take another step closer," she declared, earning her an amused expression from the dark woman.

"Penny..." Ruby squeaked out.

"Really? And why should I obey you, you who is more machine than girl?" she asked with a tilt of her head.

"Because Ruby is my friend," Penny answered. "I won't let you hurt her."

The woman chuckled darkly as a smile grew upon her face.

"Hurt her? Oh no little girl, you misunderstand. What kind of queen would I be if I didn't first mold my subjects? Caelesti are far more valuable alive than dead, and this one..."

Her eyes settled upon Ruby cowering in front of her.

"This one looks so familiar, so much like another young woman whom I've broken."

She allowed that statement to hang in the air before turning her attention to the android standing in front of her.

"Kneel," she commanded as she set upon Penny with her aura.

The android felt a terrible weight suddenly press down upon her shoulders, too great for her to resist. Legs trembling, she was finally forced to her knees, eyes wide in shock at the woman's power.

"I may even have use for you as well Penny Polendina, even if you are just a fake girl turned into the likeness of her creator's daughter. You, who have witnessed tonight's events, shall be my messenger back to General Ironwood in Atlas. Tell him that this is how the world ends. Tell him that I am watching. Tell him... that Salem, the Lady of Grimm, shall bring him to heel. As for these two, you shall take them back to the city to rest and heal. I have plans for them as well."

She turned away and left Penny kneeling there like an obedient servant.

"Ruby Rose and Raine Zaffre..." she continued as she made to take her leave. "I shall be watching the both of you with great interest. Grow strong, see this world for what it is and learn the truth, and when you do, you shall come to me, and I will grant you salvation. After all, no Caelesti, no matter how strong or how pure, can resist the darkness in their hearts forever. Until then... sleep."

Salem's voice was law as their weariness became impossible to ignore. Ruby was the first to pass out, collapsing upon her back and lying still. Raine, despite his exhaustion, struggled to stay awake but that resolve was quickly crumbling away. Like every other command she had given him, this too brought him to obey. As he fell forward, his vision fading with every passing second, his last thoughts were of the Lady of Grimm gazing down upon him with a knowing smile.

* * *

 **A/N: I'm not going to go into my usual headcanons in the author's note this time, so I'll be asking questions as they come either as reviews or PMs. This chapter was the absolute hardest to write because it was going to determine the stage for the sequels. As of right now, I'm just glad it's finally done. This arc has reached its conclusion and the remaining few chapters will be wrapping up the story. The end is near!**

 **Big thank you to everyone still here after this extremely long hiatus. You're the reason why I keep writing this story. As always, favorite and follow the story if you haven't already, and leave your reviews if you want to comment on today's submission. Good night everybody, and see you next time!**


	51. Home

**A/N: Before getting into this latest chapter, I'll take a moment to answer the most recent guest reviews.**

 **Guest: Eh, that's Ruby's character. She's not a killer and always see the best in people.**

 **GuestWithIdeas: Ruby is the innocent soul, a character trait I intend to keep and her ability to forgive is going to be a keypoint to that trait. My main headcanon with Penny is that she isn't fully mechanical but a cyborg, her previous life being the actual daughter of Dr. Polendina, as a homage to her source inspiration of Pinnochio, a puppet turned into a real boy. I'll be exploring this in greater detail in the sequel. See this chapter for some of your other points, stay tuned for the rest.**

 **Disclaimer: I don't own RWBY, nor will I ever. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

" _What happened here...? Everything is..."_

" _This place... the Tower... Ozpin... it's all..."_

" _I don't care! Where is she?!"_

" _Wait... I think I see some- yes! There they are!"_

" _It's okay sweetheart... you're safe..."_

The words echoed through Raine's head as if they were distant memories of times long past. He felt heavy... stiff... cold... as if he had just been brought back from the dead into a body that wasn't his. He mentally scoffed at the thought as he tried to regain his bearings. He was in a bed, he could tell that much, the clean sheets and heavy blankets a far cry from the dust, ash, and dirt of the battlefield. As he willed his eyes to open, a bright orange light suddenly assaulted his vision, forcing him to clamp them shut once more. It stung, horribly so. A grunt of discomfort wormed its way out of his throat, prompting a shuffling near the foot of the bed. That's when he noticed an unexpected weight lifting from his feet.

"Raine? Oh my gosh I'm so glad you're awake!" came a familiar voice as he suddenly found himself wrapped in warm arms.

"Mother...?" he asked weakly as he opened his eyes once more.

She pulled away to give him some breathing room, her hair disheveled, and brown eyes red and teary but filled with relief. He glanced around the room he was in; rustic with wooden paneling, and small with a pair of twin beds, one of which he was occupying. The setting sun shown through the window between parted curtains, giving the bedroom a soft, orange glow now that his eyes had adjusted, not unlike the blinding flash that had greeted him.

Feeling his strength return, he shifted his body to sit up only to feel a lance of stabbing pain in his shoulder. He noted that his torso was bare, save for the bandages wrapped tightly around the stubborn wound. Amber rushed forward once more, gently forcing him back down.

"Easy now. You haven't fully healed yet," she placated.

"Where am I...? How long have I been out?" he asked as laid his head into the pillow.

"You're safe. Qrow and I brought you here to Tai's place, Yang and Ruby's home."

The mention of the two sisters immediately grabbed his attention.

"Where are they? Are they okay?" he asked quickly, panic in his voice.

Amber quietly shushed him.

"They're fine. Ruby is asleep in her room when I checked on her earlier today. She has her father watching over her, and Yang went out to train and... clear her head. These past couple days have been draining for all of us."

He felt relief flood through his veins, but that wasn't enough. He clenched his eyes shut as a bitter frown set into his face, his hands balling up into fists and clenching the sheets as memories flooded back to him.

"What happened? What ended up happening to Vale?" he asked, his voice dry and hoarse.

Amber took a deep breath and pulled up a chair.

"Vale is... in a bad way right now. The White Fang were routed but much of the ruins they left behind have been swarmed with Grimm, as is Beacon. Half of the City has been cut off, and most of the citizens evacuated here to Patch. The CCT was also destroyed during the attack, but I think you already know that one, so we've been reduced to a courier system to get any communications out of the Kingdom. There's... also been a lot of tension between Humans and Faunus, even more than there used to be. Even amongst the Faunus there's distrust. Adam's attack has driven a deep divide between us, so the Vale Council, under guidance of General Ironwood, has decided to segregate the two groups for their own safety, and to make matters worse, every media outlet in the Kingdom had been broadcasting the fighting until the Tower fell, so I shudder to think how the other Kingdoms are handling the situation."

"What about Team JNPR?"

"Jaune and Pyrrha are... missing. There was chaos following the battle and few Hunters have been willing to head back into the ruins so soon, but Ren and Nora wouldn't have it. They've been searching for them with very little rest. So far, they haven't had much success."

Raine clenched his grip upon the blanket even harder. Did they lose them too? His distress showed in his eyes with burning tears, his memories of his duel and the events that preceded it rushing back to him.

"Sweety?" Amber asked with worry.

He shook his head, refusing to speak.

"Raine... please talk to me. Let me help you," she asked in a gentle tone.

Her words came crashing through his defenses and he hadn't the will to keep his emotions bottled up any longer, pride be damned. His shoulders began to shake, the young Caelesti on the verge of breaking down.

"I... I failed them..." he began, his voice barely a whisper. "Arianna... Cyan... they're both dead. Adam he... he killed them, and he made me _watch..._ and there wasn't a damn thing I could do to stop him."

He clenched his teeth angrily, a hopeless anger at best. Tears streaming down his face, he turned to face his mother, his soul torn to pieces. The sight drove a knife through Amber's heart.

"They were everything to me... everything... and now they're... they're..."

He couldn't hold it in anymore as his head hung, heaving sobs wracking his body as he wept openly. Raine threw a hand to his face, trying in vain to halt the tears that came forth. For all his strength, he couldn't save them. Arianna's vision came true. Why? Why, out of all of her premonitions, did this one need to happen? He had almost lost them before and it nearly killed him, but now... now there was no coming back, no hope of recovery, no second chances.

Amber was at a loss for words. What could she even say in a situation like this? Should she even say anything at all? Her son had opened up to her, and now she had no idea how to react. As she struggled to find an answer, her thoughts had oddly enough drifted to Summer and the Maiden found herself wondering what the late Huntress would do in her place, if it had been Ruby instead of Raine. Summer would certainly act, not just sit there and let Ruby cry her heart out. She would...

" _She wouldn't say anything,"_ Amber thought as she had a moment of clarity.

Standing from her seat, she closed the distance and pulled her son into a tight embrace, cradling him into her arms. Raine weakly tried to pull away, but she held on even tighter as she climbed onto the bed. As a gentle hand rose to stroke his hair, he shuddered and pulled her in tight, desperate for her warmth... desperate to make the pain stop. This young man, a young man whom she was forced to leave, who was forced to grow up without ever knowing a mother's love, clung to her much like he did as a newborn baby. He was so weak now, so vulnerable, she wanted to do everything to keep him safe.

Resting her cheek upon her son's head, she began to rock him gently like she did in those precious few months after he was born and soon, she began to sing the only song she had ever been able to sing him before they were forced to part.

 _Hush your cries..._

 _Close your eyes..._

 _Stay with me..._

 _Let's just dream quietly..._

 _Of what might be..._

The soothing sound of her voice had an immediate effect on him, and while he continued to cry, each shuddering breath came easier. She continued her lullaby.

 _Calm your fear..._

 _I'll be near..._

 _To you I'll cling..._

 _Rest my friend..._

 _Time can mend..._

 _Many things..._

He nuzzled closer, his sorrow melting away in her embrace. Unbeknownst to the mother and son, Ruby had awoken during their talk and tip toed her way to their room, dressed in only her long, black pajamas with tiny white polka dots. She heard everything and her heart ached to be with him, but she stayed in place, unwilling to interrupt. She felt her own eyes sting as Amber continued her singing.

 _I don't know the answers..._

 _Tomorrow's still unknown..._

 _But I can make this promise..._

 _You won't be alone..._

 _I don't know where we should go..._

 _Just feeling farther from our goal..._

 _I don't know what path we will be shown,_

 _but I know that when I'm with you I'm at home..._

 _Yes I know that when I'm with you I'm at home..._

By now Raine's crying had come to a stop, replaced with deep breaths. Silver eyes wet and puffy, he relaxed in his mother's arms.

 _There's a quiet place..._

 _In my embrace..._

 _A haven of safety where..._

 _I'll dry your tears..._

 _Shelter here..._

 _In my care..._

His breathing was slowing, the tender melody lulling him to sleep. He let the feeling overtake him, forgetting his troubles even if it was only for a moment.

 _But even when we stumble..._

 _And someday when we fall..._

 _What I will remember,_

 _that I had you through it all..._

 _I don't know where we should go..._

 _Just feeling farther from our goal..._

 _I don't know what path we will be shown,_

 _but I know that when I'm with you I'm at home..._

 _Yes I know that when I'm with you I'm at home..._

She continued to hum as she planted a gentle kiss upon his forehead. Slowly as to not disturb him, she wiggled out from his grasp and tucked him in, the boy having fell asleep long before his head hit the pillow.

"Yes I know that when I'm with you I'm at home," came Ruby's soft voice as she made her presence known.

Ruby's unexpected entrance and finishing of the lullaby startled Amber from her thoughts, making the Maiden flush with embarrassment.

"Did... you hear all of that?" she asked timidly.

"Yeah... I kinda did," Ruby admitted with a sheepish smile. "I just woke up and wanted to see if he was okay, but kinda saw you two and... didn't want to ruin your moment. I'm sorry, I shouldn't have... oh man this is awkward..."

Amber shook her head as a small smile graced her features.

"Ruby you have nothing to apologize for," she assured her as she gazed to her sleeping son. "I've wanted so badly to be able to hold my baby boy in my arms like that again, but now I guess he isn't much of a baby anymore."

"Well... he did kinda look like one with how he was hugging you," Ruby lightly teased at his expense, and the two shared a giggle.

"I think we can forgive him for that," Amber said with a smile.

"I'm happy for you..." Ruby said suddenly as she stared at the floor, her hands clasped together in front of her. "For both of you. Raine got his mother back, and you were able to bond with him again. My mom used to sing to me too..."

Her voice trailed off, but before she could continue, Amber wrapped her into a hug as well, making Ruby's eyes go wide with shock. Slowly, she returned the embrace.

"I'm no Summer," Amber admitted as they gently parted. "But I know she always used hugs to cheer us up, and you looked like you needed one."

Ruby wiped her moistening eyes and smiled once more.

"Thanks Amber."

Amber gave the young rose one last, light squeeze of a hug and made to leave, then paused at the door.

"Feel free to stay if you want, I'm sure he'd want you close. I'll keep your father busy, just don't take too long. He'll want to see you right away," she offered with a smile before shutting the door behind her.

Ruby's face heated up as she watched the Maiden leave, taken aback by how easily Amber was willing to leave her with her son, not at all like she had expected a mother to be. Her thoughts began to wander as she approached Raine's bed. They both had stared death in the face more than either of them wanted to count, and yet thoughts of intimacy still brought her feelings of embarrassment, despite the steps they had already taken. Would now even be an appropriate time? As she gazed upon his slumbering form, she quickly made a decision and climbed under the covers to join him.

Cuddling into his chest, she smiled as she felt an arm wrap around her and pull her in close.

"Ruby..." he breathed in his sleep.

Even in his dreams he knew she was there; it sent her heart fluttering. For now, this innocent intimacy was all she needed, perfectly content to rest her ear against his chest and listen to his heartbeat; they were alive.

As Amber made her way back downstairs, she could hear a pair of voices coming from the living room as well as the steady drone of static on the holoscreen.

"Ugh, still nothing," came the spitting gripe of Taiyang Xiao Long.

"Just turn it off. Without the CCT there's no point," came Qrow's response.

Amber heard the clatter of a remote being tossed onto the coffee table as the static feed went dead. She could feel the frustration in Tai's voice.

"Communications are down across the entire kingdom, we've got no way to contact the outside world reliably, Grimm are occupying half of Vale, and Ozpin is still missing. Was there anything else I missed?" Tai listed.

"Well my flask is empty, so there's that," Qrow grunted in response.

"I'm being serious, Qrow," Tai rounded back on him. "This whole situation is bad."

"I know," the reaper growled back. "Trust me I know."

Amber decided to take that as her cue to enter, surprising both men with her appearance.

"There is some good news at least; Ruby is awake and she's on the mend," she supplied as she joined them.

Tai still kept his favorite outfit the same as she remembered; a tan dress shirt whose right sleeve was cut off, with a brown leather vest thrown over top. Tied on his left arm was a red bandanna, and his right was dressed with a fingerless leather glove, leather vambrace, and a metal spaulder. She noted a new addition; a black tattoo that vaguely resembled a pair of serpent dragons meeting together to form a heart. Brown cargo shorts, a dark brown belt, and dark combat boots completed the look.

What really drew her attention was how much he seemed to have aged over the years. What was once bright and shining gold hair had lost much of its previous luster, the locks interspersed with gray to give it a much more subdued look. Stubble decorated his jaw line as did a small soul patch of blonde hair, and his blue eyes were hung with bags as if the man hadn't slept in days. Understandable, considering every Hunter left in Vale had their work cut out for them.

"Amber!" he said as he rushed over to greet her. "Is Ruby ok? Is she hurt? Did she say anything?"

"Easy," she answered to shush him. "Ruby's fine, if a bit groggy. She said she'd come down when she was ready and just asked for some time to herself."

Tai breathed a sigh of relief.

"That's good to hear. You sure she doesn't want her old man to pop in on her though?"

Amber giggled and shook her head.

"Trust me; a smothering father is the last thing she wants right now."

"Hey! I'm not smothering!" he said bewildered.

"Coulda fooled me," snorted Qrow.

"You stay out of it."

" _Boys_ ," Amber stressed as she regained their attention. "Ruby will come down when she's ready. She's not a little girl anymore."

Tai shook his head.

"It won't matter how old she gets; she'll always be my little girl, and I'll always worry about her."

"Then trust your little girl to make big girl decisions for herself, alright?"

Amber's tone left little room for argument as did her rationale, and Tai eventually relented.

"I suppose she _is_ getting older..." he grumbled as he crossed his arms. "I wouldn't want to end up chasing her away."

"How's the boy scout doing?" Qrow interjected.

Amber's mouth set into a frown.

"Hard to say. The attack has taken a heavy toll on him personally. I'm not sure when he'll recover, but he's strong so I still have hope. He's his father's child."

"Did he say what happened?" Qrow questioned further.

"He told me enough..." Amber said sadly. "Both of his teammates died in the attack."

"The Grimm took a lot of people," said Tai with a grimace as he sat back down on the sofa. "We're still counting the casualties."

Amber shook her head.

"It wasn't Grimm who killed them. They were murdered."

Both Tai and Qrow looked up in shock.

"By who?" Qrow asked with force that surprised even him.

Amber swallowed the lump in her throat.

"Adam Taurus."

"Damn it..." Qrow swore under his breath.

"He fought against Taurus and survived?" Tai asked with a raised eyebrow. "I find that one hard to believe."

"He didn't just fight him; he beat him," Qrow added. "He beat him down hard, and Ruby helped."

"She did what?!" came Tai's outburst.

"Calm down. Getting worked up about it now isn't going to do anything."

"I'm sorry but I'm _going_ to get worked up if my daughter got into a fight with the most dangerous terrorist in the world. Is he at least dead?"

"I'm not sure," Qrow admitted. "There wasn't a body when I got there, only a ruined Beacon Academy."

Tai sighed and put a hand to his face.

"Grimm is one thing but that's going too far."

"She's a warrior, Tai. She wouldn't run away when her friends are in danger. You have to understand that," Qrow continued to reason.

"She's only fifteen!" Tai countered.

"She's going to be sixteen in a week you know."

"That doesn't matter."

"Of course it matters," Qrow grumbled as he stood from his seat, his tone beginning to rise. "She's growing up whether you want her to or not. Maybe if you didn't try to baby her so much she'd be more inclined to listen to you."

"Being around you so much is what's making her so reckless, so excuse me if I don't want to lose her the same why I lost Summer!" Tai argued back.

"What did you just say...?" Qrow asked with a dangerous growl.

"Okay you two, that's enough," intervened Amber as she stood between them. "Qrow, I know you care a great deal for Ruby, but you're not her father. Raising her is Tai's responsibility, you know this, so stop being so hard on him. He's doing as best as he can."

Qrow grimaced as Amber defended his old partner and teammate, unable to find a suitable retort, but just as quickly as she cowed him, she then turned her attention on Tai.

"I know you miss Summer. We all do, but that's no excuse to turn on family. What do you think she'd say if she saw you two fighting like this?"

Tai turned his head away, not willing to look Amber in the eyes.

"She'd probably wring both of our ears at the same time," he admitted.

"Exactly," Amber said with a satisfied nod. "Now, it doesn't matter which one of you Ruby takes after more, because you're both in her life and neither of you are going anywhere. So what if she'd rather train with Qrow? She gets her compassion and optimism from you, her dad, so be proud of the daughter you raised."

Amber took a step back, scrutinizing both men like a mother scolding her children. Oh how ironically the tables had turned. Arms crossed, she began to tap her foot as they still refused to look at each other.

"So, are you two going to make up on your own like adults or do I have to make you?"

Growling under their breaths, Tai and Qrow relented, neither of them wishing to test Amber's patience. To her pleasant surprise, Qrow was the one to initiate as he extended his hand forward. With a few seconds of hesitation, Tai accepted and grasped his brother-in-law's hand with his own. No words were shared between the two warriors about the truce, only silent understanding.

"I'm still better looking," Qrow soon quipped with a smirk, causing Tai to snort in response.

"Entire. Team."

"Dick."

With a content smile on her face, Amber clapped her hands together.

"Good! Now that that's out of the way, who's hungry?"

The thought of food made their stomachs grumble obnoxiously, reminding Qrow and Tai how little they've eaten over the past few days. The blonde laughed sheepishly as he rubbed the back of his head.

"Maybe some food would do us some good," he admitted.

"I'll pass for now," Qrow said as he started making his way for the door. "I still need to meet with Glynda and Jimmy so we can discuss our next move. With Ozpin gone, we'll be flying blind for a good while."

"Don't think you're just going to get out of this," Amber started with her hands on her hips.

"Relax. I'll come by later tonight, I promise," Qrow assured her with a wave of his hand.

Amber watched with a frown as the door shut behind him. Even with his mellow moments, the man was still anti-social as always.

"Sometimes I wonder who was more difficult to work with; him or his sister," Tai commented as he leaned against the archway leading into the kitchen.

"At least Qrow can be reasonable at times," Amber said with a sigh.

"Yeah... no kidding..." Tai agreed with a downcast look.

Thankfully, his sour mood was lifted when he felt a pawing at his leg followed by a whimper. He looked down to see Zwei staring back up at him, tongue lolling out in that happy-go-lucky face of his that brought a smile to Tai's face. He reached down do scratch the pooch behind the ears.

"I know buddy, you're hungry too. C'mon, let's get something to eat."

* * *

In the forests of Patch, a mighty rumble shook the earth that scattered stray birds into the sky. It was followed by a second, then a third as if the ground itself was being split open. Such an expression wouldn't be too far fetched as Yang sent her fist into a mighty oak tree, splintering its bark around her clenched fist.

She was panting heavily, her face and skin matted with sweat that gave it a lustrous shine under the setting sun. She dressed in a tight orange tank-top that kept her bust held down, and long cargo pants that ran down to white sneakers. Her flowing mane of hair was tied back into a ponytail, though it did little to keep a few stray bangs from falling over her face. She didn't care, her only focus being on her training and drowning out depressing thoughts. With a yell, she spun and sent roundhouse kick into the well-worn trunk, shaking it mightily and showering her with leaves. Her eyes flashed red for a moment before she collapsed backwards with a gasp, her exhaustion catching up with her.

Chest heaving, she weakly sat up with shaking arms, her hands protected by little else than faded and fraying red combat gloves. She massaged her aching knuckles and sat up, staring blankly into space as her memories played through her mind, halting only when Cyan's jovial face seemed to flash by, a face she'd never see again. Growling, she sprung back up and reared her fist back. With a roar, she threw one last punch at the tree, this time splitting through the trunk and completely toppling it with a loud groan. She stumbled backwards on uneasy feet as it hit the ground with a crash.

"Geez, taking your anger out on foliage now?"

Yang jumped at the voice and turned to find Blake at the edge of the clearing with her arms crossed as she leaned against a similar tree, her feline ears once again hidden from view by her bow. A knowing smirk was on her face. Chuckling with embarrassment, Yang walked over to join her.

"Saw that did you?" she asked sheepishly.

"The whole island probably felt it," Blake responded with a deadpan. "I'm surprised no one has come running yet thinking another firefight had broken out."

The two girls embraced.

"Well if a fight did breakout, I'd always protect my favorite kitty cat. Did some humans try pushing you around again? Cuz you know I'll knock their teeth in," Yang teased, making Blake flush with embarrassment.

"Knock that off," she griped as she lightly pushed Yang by the shoulder. "You know I don't need you for that. I'm here because I wanted to talk to you."

The tone in her voice made Yang pause.

"Uhm, alright. What about?" the brawler asked as they took a seat beneath the tree.

For a moment Blake remained silent, her arms hugging her knee to her chest. She'd been contemplating this decision everyday since the evacuation, but she still remained apprehensive of telling her partner. Her heart beat loudly in her ears, heavy thumps that she could feel throughout her chest. Closing her eyes, she took a deep breath, grateful for Yang's patience.

"I've... decided to go back to Menagerie."

Yang blinked.

"That's it? That's no biggie. Everyone needs some time away."

"No you don't understand. When I said go back, I meant _go back._ I don't know when I'm coming back to Vale," Blake explained as she cast her gaze away.

"... what?" was Yang's response.

"Yang... I'm tired," Blake explained. "I'm tired, confused, worn out, and scared. After everything that's happened, I just want to rest and be with my family. I want to get away from everything for just a moment so I can get my head on straight. I can't do that here. No matter where I go, my thoughts keep drifting back to bad memories that I can't put away. All that hard work that I put into the White Fang over all these years, everything we worked for to fix what was wrong was just destroyed overnight. It makes me hurt, and angry. It makes me wonder if Adam was _right_ , and I can't live with that right now. I need to get away before I start slipping down the same path that took him. _"_

"That won't happen," Yang declared with a frown. "That won't happen because I wouldn't _let_ it happen. I'd knock you around if I had to, and you know that."

"You can't get into my head."

"I don't need to."

Blake sighed and stood.

"If you're going to try and change my mind, don't bother because it won't work. I need this Yang, I'm sorry."

"I know," Yang agreed, taking Blake by surprise. "I know that once you put your mind to something, nothing will stop you. So I'm not going to stop you."

Blake felt tears brewing in her eyes.

"Yang... I-"

"I'm coming with you."

The only sound in the clearing was a soft breeze of wind, for Blake at a complete loss of words. Yang grinned at her partner's dumbstruck expression.

"What? You didn't think I was going to let you do this alone did you?"

"I... I don't think-" Blake tried to retort as she stumbled over her words, only to stop when Yang's finger gently pressed against her lips.

"Do you remember what Headmaster Ozpin said on Initiation Day? That the first person we'd make eye contact with would be our partner for the next four years? Well guess what? It hasn't even been one year yet and I intend to stay for the full ride, even beyond that if you'd have me."

"Yang I can't ask you to do that," Blake said as she shook her head. "I can't ask you to leave your family to tag along with me."

"You're not," Yang assured her. "I'm coming of my own free will. Sorry, but you can't decide for me either."

"What about Ruby?"

"She's got Raine to lean on, and I know she'll understand if I told her why I was leaving once I tell her."

Blake sighed in exasperation.

"What about your mom? I thought you said you were going to go find her after graduation? You can't really do that if you're tied to my hip."

"Is that an invitation?"

"Yang I'm serious!" Blake exclaimed with a flush on her cheeks.

Still laughing, Yang crossed her arms and sighed.

"Look, I know what you mean. I've spent my whole life trying to find her, and for the most part I haven't had much luck. Dad would outright refuse to talk about her and Qrow would usually dodge the issue."

"You said usually, so does that mean he finally opened up?" Blake inquired.

Yang gave a shrug.

"He told me plenty, plenty of what I wanted to know for now anyway, but there's more to it than just that. They still talk to each other from time to time, and after my... singles match with Cyan, Qrow came to see me. He said that Raven wanted him to give me a message, and all but told me exactly where to find her. In fact, I had half a mind to drop out after the tournament and go dig her up, but now that's changed."

Yang snorted and crossed her arms as she leaned back against the tree.

"She's been hiding out in Anima over the last few years, said if I wanted to learn true strength that I should come find her. She waited seventeen years before trying to talk to me, so as far as I'm concerned she can wait a bit longer."

Blake bit her lip and tried one last time to get Yang to reconsider.

"I still don't think it's a good idea. Everyone saw the fighting before the Tower was destroyed, and the White Fang still control a large portion of Menagerie's council. If you came with me, you'd only be putting yourself in danger."

Once more, Yang gave her signature grin.

"What would I have to worry about when I have such a fair lady to protect me?"

The remark brought a smirk to Blake's face and a small laugh, well aware of one of the meanings behind her family name.

"Flatterer," came her sarcastic response. "Fine then, if you really want to come along then I suppose there isn't anything I can do to stop you, is there?"

"Nope," Yang answered with a pop of the p. "So when do we head out on this new adventure?"

"Give me a couple days to get everything together, then I'll come find you."

Yang grinned broadly and pumped her fist into the air.

"Whoo! Roadtrip!" she cheered.

Blake shook her head with a smile. Yang never seemed to run out of energy no matter what the circumstance, though the brawler's hesitation when mentioning Cyan still caused Blake some concern.

"Are... you going to be okay?" she asked. "From what I understood, you and Cyan were getting pretty close and..."

The mention of the Lion brought a sad frown to Yang's face. She let her arms droop along with her head.

"It sucks, it definitely sucks," she admitted with a humorless chuckle. "For a moment I thought we could build something real, something completely different from my other flings but now that idea is completely shot. I'm sorry... I don't want to sound like a terrible person, but I didn't have the same connection to him like Raine did, so I'll just have to suck it up and move on. Sometimes bad things just happen, things we just can't stop."

"Preaching to the choir on that one..." Blake murmured.

"How bout Weiss?" Yang suddenly asked cheekily, trying to change the subject. "Maybe we should bring her along too?"

"No," Blake answered flatly with a grimace. "There's not enough time in the day to explain why that would be a bad idea."

"Where is she anyway? I've hardly seen her at all since the fighting stopped."

"She's with her sister with the Atlesian Military last I heard," Blake explained. "She's been keeping herself as busy as possible, probably as a way to try and convince her dad to let her stay."

Yang whistled, impressed at the notion that Weiss was refusing to go back to her cushy life at the mansion.

"I guess we made an impression on her, haven't we?"

"We all did," Blake agreed. "Beacon's changed all of us."

It certainly had. When she arrived, Blake was a closed off basket case who would sooner bury her nose in a book rather than talk to anybody. She was eternally grateful that someone like Yang had ended up being her partner. The two were polar opposites to be sure, but the energetic brawler pried Blake out of her shell and taught her how to have fun again. Then again, her entire team could take some credit. Ruby revived her hope in a better world, Weiss taught her even the most unlikely of people could change, and Raine showed her to stand her ground in the face of fear. In a different life, without their influence, she probably would've dropped everything and ran like she always did. She couldn't bring herself to do so now, even with her decision to go back home. Who knows; maybe having Yang along would help the Faunus back home understand that not all Humans were terrible?

"So... what do you think you're folks are gonna say when you bring a girl home with you?"

Yang's not-so-innocent question sent a shudder through Blake. She didn't think about that one.

"Oh no."

* * *

 **A/N:** **Another chapter done and gone. Canon divergence and scene expansion are among many things that I love about writing this AU, so let's get down to it.  
**

 **Raine and Amber: This scene was a bit of a challenge to write given all of the preconceived notions associated with loss. I was faced with portraying what kind of sorrow Raine would be feeling without reducing him to a blubbering mess. Given how I've built his character, the end result seemed like the best way to make it work. He feels emotional pain just like most other humans, and yet his need to be strong, to "suffer in silence" as it would, still shows. His being short in his explanation to his mother shows this, though her gentle prodding is enough to make him breakdown. It's a unique feeling of vulnerability that would wear on anybody. This of course leads to a bonding moment between parent and child, something that was seventeen years overdue. The lullaby then doubled as not only as a theme for their bond, but for this chapter as a whole.**

 **Amber, Tai, and Qrow: This came about from the brief exchange Qrow and Tai share in canon. There is noticeable tension between the two when Tai leaves Ruby's room, which led me to believe it went deeper than just an uncle wanting some one on one time with his niece. Yes, uncle. Sorry Qrowdad fans. He's uncle in this story. That theory was only reinforced when Vol 4 revealed his Semblance, and the conversation they have here is my take on how an exchange would probably go down with Ruby as the topic. Amber's presence was an advantage here as a third party to remind the two men that they were still family. No grilling Raine yet on his relationship with Ruby. Even Tai knows when that would be appropriate, and right now this isn't it.**

 **Yang going to Menagerie!: Oh yes I'm taking that route, for various reasons in fact that don't pertain to the Ship. Divergent events are what drive this AU, going anywhere from an extra character's influence to branching choices. Yang doesn't lose her arm here, nor does Blake feel as personally responsible for Adam's actions as she did in Canon. Yes this takes away from her PTSD recovery arc in Vol 4, but keeping that sequence of events after how I've written this story wouldn't make much sense in the current timeline. Besides, Miles and Kerry had done that portion masterfully as far as I'm concerned; the shakes, the nightmares, the flashbacks and triggers. It all melded together seamlessly. Other than that, Yang's own explanations to Blake pretty much seal her rationale for tagging along. Now, the ultimate question is whether to keep Sun in the picture? Maybe make the BellaHarem a reality? Wouldn't that be a kick in the head to all the toxic fans in both Ships haha. It's going to be a fun ride regardless. *scibbles some more notes***

 **Anyway, that ties up a few more loose ends. How much will I actually resolve before putting this work to bed? Time will tell. As always, thank you all for continuing to read, fave and follow to show your support if you haven't already, and drop a review if you want to share your thoughts on today's update. Till next time!**


	52. A Fork in the Road

**Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

"The hell do you mean you don't know where she is?!"

Ironwood rubbed his fingertips against his temple. Even with the cybernetic implants designed to dull pain, the growing migraine in his skull continued to throb, aggravated even further by the irate man standing before him. Jacques Schnee, while known to be shrewd and calculating at a business table, was hardly considered a patient man. Standing tall in a pristine white suit with a red handkerchief tucked into the front pocket, slicked back white hair and a prominent mustache, the patriarch of the Schnee family could intimidate most people. Unfortunately for him, the ranking General of the Atlesian Military was hardly like most people.

"How many times do you need me to say it? I don't know where your daughter has gone," Ironwood repeated for what seemed to be the umpteenth time within five minutes. "Weiss is a grown woman and a Huntress; she can go where she pleases. I'm _not_ her babysitter."

Naturally, this answer didn't satisfy Jacques.

"I refuse to believe that. She's been in your care since the attack. You expect me to buy the suggestion that with all of your eyes and ears scattered throughout these mismatched tents of a refugee camp that you haven't a single clue where she's gone?"

"She's been in the care of her sister," Ironwood replied levelly. "In case you haven't noticed, I've had my hands full trying to keep a fractured Kingdom together while simultaneously getting the rest of my fleet airworthy again."

"Then quit wasting my time and call Winter here!"

"I sent Specialist Schnee on a mission to Mistral yesterday. You won't find her here either."

"For what?!"

Ironwood gave Jacques an unflinching glare.

"That's classified."

The atmosphere of the command tent had noticeably dropped several degrees. Despite not being a trained Huntsman, Jacques' mere presence would still have a minute effect on his surroundings depending on his mood. Visiting business partners would often complain of the frigid temperatures of his personal office, but the Schnee patriarch simply gave them a knowing smile and invited their leave. After all, when you climb to the top of the Atlesian hierarchy, people would come to him to make a deal, not the other way around. Given this, it was understandable how the man would lose his temper when his demands weren't met.

"Damn it James. You _will_ find my daughter, or so help me I will make sure you never command so much as a platoon for the rest of your life!"

The seasoned General gave the man a piercing glare.

"Then you'd better hurry up. My men will see you out of the compound."

"I know where to find the exit, thank you very much."

With a swift turn on his heel, Jacques stormed out of the tent, all but shoving his way past Glynda Goodwitch as he passed. The newly appointed Headmistress of Beacon, or at least what remained of it, suppressed the sour look on her face.

"Are you sure that was a wise decision?" she asked James with a raised brow. "Jacques will stop at nothing to get what he wants, so perhaps antagonizing him in such a manner was unnecessary."

James shook his head tiredly.

"I assume you heard the entire exchange?"

"I assume half the camp heard most of it," Glynda replied as she took a seat at the exhausted General's map and report-strewn table. "Is it true that you don't know what happened to Miss Schnee?"

James shook his head.

"If I did I would've told him. If I had to guess, I would say she tagged along with her sister to Mistral."

Glynda sighed and pressed her fingers to her temple.

"If that's the case then I suppose she would be in good hands," she said with acceptance. "It would've been helpful if she had said something to me first though."

Her comment took James by surprise.

"That's... surprising. As I understand it she was the best of her class as well as the most responsible member of her team."

" _Was_ being the key term here," Glynda emphasized. "I can't exactly graduate her if she's absent from the school."

"Speaking of which, how is the situation at Beacon?"

"A mess," came the interjecting voice of Qrow as he strode into the tent.

"I was wondering if you would show up," Glynda commented as the reaper grabbed a chair and dropped it next to hers.

"Had to make sure my nieces were still alive and kicking," Qrow grumbled his answer as he took out his flask.

A couple shakes indicated his favorite liquor was running dry. With a grimace, he finished off what remained and looked towards James as he continued his update.

"Grimm have completely overrun the campus. We'd need an army to make even a dent in their numbers. I've never seen so many congregating in one place before. It's unsettling to say the least."

"Do you think they found it...?" Glynda asked with a hint of worry in her voice.

"I doubt it," Qrow replied. "Ozpin was especially careful when he hid it away, and he made sure to scatter the keys once he locked the door. I doubt even Salem herself will be able to get inside without them."

James sighed and leaned forward on his maps.

"Unfortunately I won't be able to commit my troops to clearing out the school. There's only so many bodies I can spare for a garrison just to keep the Grimm from spreading throughout the rest of Vale."

Qrow snorted.

"I figured as much. What did you do with Winter? Shouldn't she be here as well if she's supposed to be part of our little group now?"

"I sent Winter to Mistral on an important mission. Lionheart has been too quiet for the past couple months and I need to know if he still stands with us."

Qrow raised a brow at the suggestion.

"You think he would switch sides?"

"He's a coward, Qrow. We don't know how far Salem's influence has spread and his lack of communication isn't leaving much to my imagination."

"Are you certain Winter will be able to handle an assignment like this?" questioned Glynda.

"I have full faith and confidence in her ability the same as Ozpin had for the both of you," James declared. "At any rate, there is another matter of greater importance that we need to discuss."

Ignoring the questioning looks of his colleagues, James reached into a courier satchel he had sitting at his feet and retrieved a manila folder from within, its face branded with a large, red label that read "Top Secret". He slid the hidden documents across the desk into Qrow's waiting hand. Without a word, the veteran reaper picked up the folder and flipped it open, his eyes growing wide at the contents. Glynda shared his shock as she looked over his shoulder.

"This is..." he began.

"That's correct," James confirmed. "Shortly before the attack, I received this information via encrypted channels from one of my Specialists scouring the Northern Wastes of Solitas. We've found her Qrow; we've found the Winter Maiden."

* * *

It began with a crushing weight on the chest. Rough and jagged edges of rubble cut deeply into ashen skin, and a twisted piece of rebar was digging uncomfortably into a floating rib. Choked gasps followed, every breath filled with dirt and dust that brought about rasping coughs. Weak fingers pushed vainly at the slab pinning down its captive, yet it hardly budged. Being buried alive had become a very real possibility that brought powerful feelings of terror upon the destruction's victim. Despite this, the will to live remained far stronger and with practiced effort, the body was enveloped by the roiling fire of released aura. Muscles surged with power with a second almighty heave, and the massive slab of steel and concrete was thrown clear, exposing the battered form of Pyrrha Nikos to the night air.

Pyrrha gasped for breath as cool wind filled her lungs, the gladiator falling limp once more as her aura faded away from view. She was in pain, terrible pain, as if every tendon in her body was set alight with fire. Burns and abrasions riddle her skin and her armor was torn, her hair a cascading mess that had been rent from its ponytail. Her bones creaked with every twitch, and a spike of searing agony in her ribs readily informed her that several had been broken. Gulping down a whimper, a hand dropped down to the ripped section of her armor where the pain seemed strongest. Her fingers came back a shining ruby red with blood. Grimacing, she returned her hand to the wound and began the arduous task of self-aid.

Her aura, what little remained anyway, flowed from her finger tips and into the nasty laceration, it's warmth spreading throughout the wound as she meticulously stitched her skin together. It was all she could manage at the moment, but as long as she didn't end up bleeding out, she didn't care. The session hardly lasted as the healing stream faded away to nothing, her aura unable to sustain anything further without putting her into a coma. Angry, weakened, inflamed flesh remained, constantly at risk of being torn open once again by an odd twitch in the wrong direction.

As her eyes adjusted, Pyrrha felt a growing pit in her stomach as her gaze fell upon an absolutely ruined city block of Vale. Buildings had collapsed, rubble littered the war torn streets, and the distant snarling of Grimm filled her ears.

"Is it finally over...?" she whispered to herself as she began to trudge along.

Every step came with a limp, her body screaming in protest against her movements, yet she couldn't stay here. She needed to leave. She was heavily wounded, unarmed, and completely alone... alone... did that mean Jaune was dead? Fear then gripped her heart as her memories rushed back to her. Quickening her pace as much as her muscles would allow, she frantically made her way back to the massive crater that the suicidal Bear had left behind.

Ground zero for his attack effortlessly consumed two city blocks and likely more, though Pyrrha couldn't tell otherwise as the blast had completely leveled the immediate surroundings, leaving behind scorched earth and ash that pulsed with spider webs of an eerie, violet glow. It was a miracle she had survived at all. This only caused her worry to double as she feared the worst had happened to her partner.

"Jaune... Jaune!" she cried out desperately as she hobbled around through the ruins. "Where are you?!"

Coughs suddenly wracked her body, her vision swam, and she collapsed against what remained of a concrete wall, her lungs wheezing desperately for air. A lance of pain followed as it surged through her side, her hand falling to clutch at the ruined flesh. Her fingers came back wet with blood; the wound had torn back open, and she hadn't the strength to stem the bleeding.

"Jaune please..." she whimpered as she slid to the ground, her head leaning back against a slab of rubble. "Please come back... don't... don't let me die here."

The deafening silence of night answered her as she realized that nobody was coming to save her. Stray bangs fell across her weary face as the once great champion curled in on herself. She was alone in this nightmare. Her hope was fading as quickly as her own life. She lifted a trembling, blood-soaked hand as her vision blurred with tears. A deep bitterness crept into her heart.

"Is this to be my destiny...? Just another casualty?" she asked herself as she clenched her fingers shut.

Hot streams of sorrow ran down her face as visions flashed across her eyes. Her mother's warm smile, her father's steady hand; would she ever experience such simple pleasures again? The cool sensation of an iron blade in her fingers, sunlight, sand, dust, exhilaration, loneliness... each of these sensations and emotions were separate and yet they melded together seamlessly in an endless, timeless dream; her life.

She remembered Mistral before her fame, swinging tirelessly at a training dummy with the blunted, splintered wooden sword she carried since she was five. She remembered the roars of the crowds as she won her first championship, then her second, and third, and fourth. She could hear the surreal clicking of camera shutters as she hefted that trophy, the chaos that followed as she was carted around the kingdom through hordes of fans to the next promo shoot. Such shallow, empty things held little value to her, and the suffocating isolation that followed had become maddening.

Beacon... things began to change when she set foot upon that magnificent campus. Her fame had undoubtedly followed her as did her reputation, and she had taken this with annoyed acceptance, until she was blatantly chatted up by a goofy, blonde boy who could barely hold his sword; he didn't even know her name. He both perplexed and intrigued her, and before she knew it, she was assigned as his partner.

Jaune became more than just a teammate and friend. He became her anchor, her stability in a dizzying and chaotic world. She admired his tenacity, his drive, his deep-set desire to make his dreams a reality, and in time, she came to love him for it. With him came dear friends she could never find in Mistral; her teammates Ren and Nora. JNPR was more than just a team to her, but it was family, and as her body steadily grew cold, she realized that she would never see her family again.

A rumbling growl brought her attention back to the world of the living, her eyes lifting to meet the menacing red orbs of a Beowulf as it hungrily padded up to her. Out of reflex, her sword arm fell to her waist despite the clear lack of weapon on her person. She chuckled humorlessly as her fingers groped at empty space.

"This is it then, isn't it?" she said softly.

The Grimm was closer now, she could nearly feel its hot, horrid breath upon her cheek and yet she felt no fear. Accepting her fate, Pyrrha Nikos closed her eyes and awaited death with dignity.

It never came as the crackling of electricity shattered the night sky. A massive hammer wreathed in pink lightning bolts came crashing broadside into the Beowolf's body, sending the hellish hound spinning into the ruins.

"Pyrrha!" came a loud voice.

The fading gladiator caught sight of pink clothes, bright red hair and turquoise eyes.

"Ren! Come quick, I found her!"

"Nora...?" Pyrrha whispered weakly.

She lost too much blood and her consciousness was fading fast.

Dropping Magnhild to the side, Nora kneeled down and took Pyrrha's face into her hands; she was almost frigid cold to the touch.

"Cmon Pyr, stay awake!" the Hammer Maiden pleaded. "Help is coming, just hang on a little longer!"

"It's... it's too... late.. it..." Pyrrha barely managed to say, her breaths coming labored and shallow.

"Ren hurry!" Nora yelled out as she pressed her hands against Pyrrha's torn side, trying desperately to stem the bleeding.

Pyrrha could hear footsteps, several footsteps even along with Ren's voice, but did it even matter at this point?

"Jaune... where... where is... Jaune?"

She could see tears in Nora's eyes, her mouth moving and yet she heard no sound. Was Jaune alive? Was he dead? She couldn't tell. Darkness swam up along the edge of her vision, and she welcomed it. If he was gone, then she felt she would be joining him in kind. In that, she took a small measure of peace. She wasn't alone, not anymore.

* * *

It was late into the night when Raine rose from his sleep. He was still in his bed where his mother had left him, but he was accompanied by a familiar weight upon his side. He glanced down to find Ruby breathing softly in her own slumber, her arm draped over his chest as she nuzzled into his warmth, her head propped upon his shoulder as if it was a pillow. He smiled a soft, sad smile and leaned down to plant a kiss on her temple. She hummed contently under his touch, and as comfortable this position was, he needed to get up and stretch his muscles after several days of sleep.

Slowly and oh so carefully, he pried himself from her grasp, mindful not to jolt her too strongly. She whined lightly in her sleep yet did little to stop him, the girl still lost in dream land. Tucking a pillow beneath her head, Raine stepped onto the cold wooden floor, a board creaking slightly under his weight. He turned his attention to his current state of undress; shirtless with his chest wrapped in bandages, and loose sweat pants. A quick search of the room found a small pile of clothes left on a chair, likely from his mother. Wounds still tender, he winced as he pulled a t shirt over his head and made for the door. Taking one last glance at the slumbering rose, he stepped out into the dark hallway.

He had no idea what time it was only that it felt like the early morning, though he could still hear several voices downstairs as well as see a light shining around the corner. Making his way down to ground level, he found that the light was coming from the kitchen area. Taking a deep breath for the inevitable talk, he strode forward.

The room fell silent as Raine made his appearance. He found his mother, Qrow, and a blonde man whom he could only assume was Taiyang seated at the dinner table, and from the sounds of things it seemed like they were having a serious discussion.

"Uh... am I interrupting anything?" he asked uncertainly as he hovered in the archway.

"No no, not at all," Amber reassured him as she stood from her seat. "Come, I'll heat you something."

"How're you feeling kid?" Qrow chimed in, flask in hand. "Hell you look strong enough already to pull the legs off a Creep."

"I've had better days but at least I'm alive," Raine answered as his mother sat him down in a chair.

He nervously glanced towards Taiyang, the man fixing him with a level stare. This certainly wasn't the way he envisioned meeting Ruby and Yang's father; far too silent and awkward, as well as a lot less punching. Swallowing the lump in his throat, Raine faced him fully to break the silence and held out a hand.

"I'm sorry but I don't think we've been introduced. I'm Raine, and thank you for allowing my mother and I to stay here in your home."

The man raised a brow, pleasantly surprised at his manners and took the offered hand, giving it a firm shake.

"No worries, I've known Amber for years and with all that's happened, it was the least I could do," Tai replied. "So you're the infamous Raine Zaffre? I've heard a lot about you, though you're smaller than I expected."

"I get that sometimes, and hopefully those things you've heard are good," Raine said uncertainly.

"Should I have heard something to be concerned about?" Tai questioned as he crossed his arms and leaned back in his seat.

"My friends like to play jokes on me sometimes, Yang especially. I doubt they said anything too malicious but I can never be sure."

"What I know is this; that you're part of a five member team with four other girls, two of which are my daughters. What I know is that you have a habit of destroying school grounds and causing general grief for Professor Goodwitch, and what I know is that you were quite popular at Shade Academy in Vacuo. So my questions for you are simple; what are your plans for my daughter and why should I give my approval?"

Qrow snorted as Tai went straight for the boy's throat. The aura his old partner was exuding wasn't terrifying by any stretch, but the pressure was there and he knew all too well what Tai was capable of when angered. Had Raine been a weaker kid, he had no doubt he would've passed out just from proximity. Masking his smile with a drink from his flask, Qrow watched and waited for Raine's answer. This could go really well or really poorly depending on his next words.

"Erm... which daughter, sir?"

The silence that followed was so utterly deafening you could hear a pin drop. Qrow struggled to keep from busting a gut, impressed by the balls on his possible future nephew in law... or was it supposed to be cousin...? He wasn't drunk enough to figure it out; he only knew that the kid was about to get punched. Amber's mouth hung open in mild shock, unsure whether or not her son was asking a genuine question or if he was being cheeky. All she knew was that neither were the right thing to say to his girlfriend's father. As for Tai, it was painfully clear that a vein was threatening to pop in his forehead.

"Boy... you know exactly which daughter I'm talking about," he said dangerously. "Now I don't know if you're just stupid or trying to be funny, but if you get any ideas... any at all about hugging or kissing, you just remember one thing; I've got no problem going _back_ to prison."

Qrow couldn't hold it any longer and let loose laughing, instantly shattering the mood in the kitchen.

"Easy there Dirty Sanchez. Spending the night in the drunk tank at the Vale PD isn't even close to prison," he corrected with glee.

"It still counts!" Tai rounded back on him flustered, his earlier intimidating demeanor now hopelessly lost. "Will you just butt out and let me do the dad thing? Yang never stayed with any boy long enough for me to even try with her!"

"Whatever you say, pops."

Raine breathed a sigh of relief as the two men bickered back and forth. Considering what he and Ruby have already done in their relationship, he was thankful that the tension was diffused before those details got dragged to light and Tai had the opportunity to put him through a wall, though in retrospect he really shouldn't have asked for that asinine clarification. Maybe Ruby was right after all; maybe he _was_ too careless with his life.

"And you still didn't answer my question!" came Tai's sudden rounding back on the boy sitting at his dinner table.

"Oh come on Tai, give him a break," Amber tried intervening. "He almost died this week, the least you could do is give him the benefit of the doubt."

"Mom, it's alright," Raine told her with certainty and ease in his voice. "Mr. Xiao Long, Ruby and Yang always spoke very highly of you and now I can see why. They're both very fortunate to have a strong and devoted father."

Tai masked his surprise at the praise, though he did let his chest swell just enough to be noticeable.

"Well good. I'm glad that's clear."

"To answer your question, Ruby means the world to me and I would give my life for her, this I swear to you."

"And how can I be sure you're not lying?"

Raine took a deep breath.

"Because I've already done it once," he answered, pausing for a moment to let the words sink in. "Now obviously it didn't turn out that way since I'm still here, but I would do it again in a heartbeat, and that last time we weren't even together."

Tai didn't make to rebut the claim right away as Amber had already done enough talking about her son. He did seem to take a lot after his father from what the Maiden had told him, though the seasoned Huntsman needed to hear the sincerity in the boy's voice. They locked eyes for several moments, Tai searching for any inkling of deception in those silver orbs; he found none.

Silver eyes... now that was a trait he never expected to see again. Summer told him enough about those irises during their time together, enough to know that any warrior who possessed them was capable of greatness and that Ruby would eventually be thrust onto that same path. It was one of many traits that he had admired about her, and partially the reason why he went to such great lengths to shelter Ruby as much as possible, fearful of what might happen to her if she set out into the world as a Huntress, that she would befall the same fate as her mother. Despite his best efforts, the very same fear that haunted his dreams was coming to pass and the living proof was sitting right in front of him.

His little girl had taken a liking to a boy as unique as her. He needed to set the record straight... for her sake.

"There's only one reason why I'm willing to even entertain this. Care to guess what it is? And no smart ass remarks this time."

Raine held his tongue and shook his head no, allowing Tai to continue.

"It's because she's happy," he explained. "She's happier than I've ever seen her since her mother disappeared. She's happier than when she enrolled in Signal, happier than when she built Crescent Rose. I can't explain it other than this didn't happen until after you came into her life. You don't understand how agonizing it is for a father to be unable to help his baby girl, and yet you have done what I couldn't. Getting between the two of you would break her heart. She is utterly devoted to you, so believe me when I say this; if you _ever_ do anything to hurt her, I will personally hunt you down and break every last bone in your body. Am I clear?"

Raine suppressed a shudder as the oppressive aura settled over him once more.

"Yes sir," he answered with a nod.

In an instant the force was gone and Tai had reverted back to his usual sunny disposition.

"Good! I'm glad we're on the same page," he said happily.

"Laying it on a little thick aren't you?" Qrow quipped with a raised brow.

"Hey, I did an okay job! No thanks to you."

"Eh, 7/10. I've seen better."

"Alright that's enough amusement at my son's expense," Amber stepped in as she set a small bowl of stew down in front of Raine. "Eat up, you must be starving."

"Thanks mom..."

She was right. He had barely noticed how empty his stomach was until he took that first bite. Hungry as he was, he still remained mindful to take his time and pay attention to what the adults in the room were discussing, Qrow especially as the man began filling Tai and Amber in on his meeting with Ironwood. After all, it wasn't everyday that the location of a missing Maiden was revealed.

"So the Winter Maiden has come out of hiding?" Amber asked.

"If what Jimmy claims is true, then yes. He's asked me to go look for her since Winter Schnee is off in Mistral. Just my luck too... I hate snow..." Qrow grumbled.

"When are you supposed to be leaving?" Tai questioned.

"By the end of the week. James is still working to get his fleet sky-worthy again, but he was able to set aside a bullhead for the trip. At least I won't have to hoof it until I get to Atlas."

"You're going alone?"

Qrow chuckled and reached into his trouser pocket and gave Amber a sideways glance which didn't go unnoticed by her son.

"That depends on a certain someone."

He stepped up to Raine and placed an object down on the table in front of him; the Caelesti Codex. Raine's brows rose in surprise to see the sapphire sphere still in one piece. He reached out and grasped this small portion of history, a portion his father had sworn and seemingly failed to protect, something Raine recklessly brought into battle with him.

"We found that on your person when we pulled you out of Beacon," Qrow explained. "It's no Dust crystal, that's for sure, but tech. Very old and advanced tech. There a reason why you were carrying around something like that onto a battlefield with you?"

Amber gave her son a questioning stare, the woman fully aware of the object Raine was holding.

"Slipped my mind I guess," Raine weakly offered as he slipped the Codex back into his own pocket. "I got grabbed by Adam before the battle began so I didn't have much of a chance to put my belongings away, though honestly the safest option probably was to keep it."

"Something I should know about it?"

"Only that it's a legacy of my people," Raine admitted. "My father called it a codex of the Caelesti, so I assume it's an archive of some sort, but I haven't figured out a way to activate it or open it, and all my old man explained to me was how important it was. Nothing else."

Qrow scoffed at the notion.

"Of course he would."

"Do you know him?"

"Yeah I know him a bit. Met him through your mom. We didn't really see eye to eye all that much but we stayed civil with each other. Man likes his secrets."

"I gathered that," Raine agreed as he pushed aside his empty bowl. "Now that I'm awake though, I was hoping you'd let me in on a specific secret."

Qrow raised a brow.

"Yeah? And which one would that be?"

"Who is Salem?"

The silence that followed was thick enough to be cut by a knife. Both Amber and Tai looked towards Raine with confusion, their shared question voiced by Qrow who's usual nonchalant demeanor was nowhere to be found.

"How do you know that name?" he asked seriously.

"From the horse's mouth," Raine replied evenly.

Qrow frowned and set aside his flask, the man leaning forward onto the table with his hands to fix Raine with a level gaze.

"I want to make something absolutely clear before we have this talk. Not a single word of this conversation leaves this house. Do you understand me?"

Raine gave him a firm nod.

"Alright then. Salem... we don't know much about her beyond what little I've been able to dig up over the past few years, but what I do know is that she likes to work from the shadows and through proxies, two of whom were responsible for attacking Vale. She's like a puppet master who likes to pull all of the strings, and when things go wrong like they have here, we end up with nobody but each other to cast the blame on. She's the one who created the spell to allow people to steal a Maiden's powers."

Qrow sighed and leaned against the counter once more, his arms crossed.

"It's already a bad sign when the Maidens are being hunted, and without the Caelesti around to guard them, it's only a matter of time before someone succeeds. The powers themselves however are only a secondary goal of Salem's. Her end game prizes are what we call the Relics."

"Relics...?" Raine asked, prompting his mother to step in.

"Yes... the Four Relics representing four gifts the Deity Brothers had given humanity before they departed Remnant; Creation, Destruction, Knowledge and Choice. These each represented a facet of Human will, and if brought together, the one wielding such artifacts would be capable of such immense feats far beyond the capabilities of aura or technology alone, they could elevate themselves to a level of a God."

Raine let slip a snort at the thought, earning him more than just a couple disdainful looks.

"Sorry, I've been hearing that phrase get thrown about more times than I can count," he admitted bitterly. "If you ask me these things are too dangerous to just be left lying around. If they're capable of granting a single person that much power, why weren't they destroyed?"

"Humanity tried to do exactly that over the years," Qrow explained. "Numerous wars had been fought over possession of these relics, including the Great War that drove the Caelesti to extinction. Weapons of unimaginable destruction were used in these battles, completely vaporizing everything in the blast radius, yet the Relic at the center remained completely unscathed. Ozpin knew the violence would never stop so long as these weapons were accessible, so he took measures to seal away their powers and with the help of the Maidens, he was able to scatter and bury the Relics beneath each of the Four Huntsman Academies far beyond the reach of anyone with ill intent."

"Each Vault is further protected by a seal that can only be lifted by a specific Maiden," Amber added. "Fall for Choice, Spring for Knowledge, Summer for Destruction, and Winter for Creation. Finally, before sealing away the Relic of Knowledge, Ozpin used that Relic to erase all memory of their existence from Humanity save for the other Headmasters who guarded them. With these safeguards in mind, it was hoped the Relics would be sealed away forever."

"Which is why Salem wants to take the Maiden powers for her own," Raine concluded with a frown. "So that she can get into the Vaults and take the Relics."

He looked towards his mother.

"The Vault Ozpin took us to see you... was that the same Vault that kept a Relic?"

"Yes, and it runs far deeper than what you were shown. The seal itself wasn't anywhere near the chamber I was kept in," Amber answered with a nod.

"So why does Salem still know about it if the memories were erased?" Raine asked.

"Salem is vastly ancient and has archived countless centuries worth of knowledge over the years," Qrow explained. "Regaining knowledge of the Relics would be as simple for her to walk into a library and pick up a book. Which brings us to my own question; when did you meet Salem?"

Raine took a deep breath, the memories still a painful trial to recollect.

"She came to us that night... in the middle of Beacon. She said that... we interested her."

"We?" Tai asked.

Raine gave him a somber look.

"Ruby and I."

Tai felt his blood run cold. Ruby had drawn Salem's attention? Just what had his little girl gotten into this time?

"Explain," he all but demanded.

"It's because we beat Adam," came Ruby's sudden voice at the kitchen's entryway, startling everyone present.

Tai was the first to move, rushing up to his daughter and snatching her up in a tight hug much to her annoyance.

"Dad... too tight..." she gasped out in his grasp, prompting him to loosen his grip.

"I'm just glad you're okay... I've been so worried about you. Don't you _ever_ do anything that dangerous ever again," he lectured her to which she laughed sheepishly.

"No promises," she answered.

"This isn't a joke young lady. And how long have you been standing here?"

"Awhile now."

Qrow shook his head. She was getting good at masking her presence. Maybe he had a bit too much to drink tonight, but even he didn't notice her eavesdropping.

"I'm afraid she's right, Tai," Qrow interjected. "If she and boy scout caught Salem's attention as he's claimed, then trouble is going to follow her no matter where she goes."

Before he could stop her, Ruby wiggled out of Tai's hands and rushed over to Raine, all but jumping on him and nearly knocking him out of his seat.

"Are you okay...?" she whispered worriedly.

"I'll be fine..." he answered her, to which she sighed happily and pecked him on the cheek. "Though are you sure you want to be doing that in front of your dad?"

She answered him by kissing him full on the lips, much to Raine's shock. Before he could react to her blatant actions, she broke the kiss and turned to her dad.

"Dad, this is Raine, my boyfriend and the man I love," she declared without hesitance. "Please accept him because I won't pick anyone else."

Tai stood there utterly dumbstruck, mouth flapping like a fish out of water as the color drained from his face. Stiff as a board, he fell over onto his back in shock. He didn't even notice Zwei trotting over to lick his face.

"I've lost her... I... I can't even... she... a boyfriend... I'd hoped... wait... already... why..." he rambled on deliriously.

"Jeez kiddo, way to show no mercy," said an exasperated Qrow as he strode over to his partner. "Amber, give me a hand with this?"

Amber shook her head, smiled, and stepped forward, the both of them hooking Tai beneath the arms.

"I'm having an odd sense of deja vu," she commented as they proceeded to drag the blonde out of the kitchen.

"New Years Eve eighteen years ago, Tai proposed, Raven said yes," Qrow quickly summarized.

"That's right. That was adorable."

Ruby giggled as they left and promptly sat in Raine's lap, embracing him. Her dad may not have said yes, but that wasn't a no either. She'd take it as a yes regardless.

"You're evil, you know that?" he told her softly, to which she just gave a cheeky grin.

"You love me."

"Yes... I do..."

They shared a second, slower kiss as they basked in each others warmth. This time, Raine could return her feelings properly as his hand lifted to cup her cheek. She leaned into his embrace with a content sigh.

"What do you plan to do now?" she asked him as she broke the kiss and rested her forehead against his, silver eyes meeting silver.

"I can probably guess what it is my mom and your uncle are planning to ask me, to go with them to find the Winter Maiden, but I'll be saying no," he answered.

Ruby looked at him questioningly.

"Why's that?"

"Because I'm headed back to Vacuo. I'll be paying my final respects to Urdin, and then I'm headed North... to Sanctus."

Raine pulled the codex from his pocket, its multifaceted form gleaming in the kitchen light.

"This thing is supposed to be the key to our futures, so I'm going to find my old man, get some answers out of him, and master this power. It's the only way we can win this fight."

Ruby closed her eyes and nodded.

"Okay, except there's one problem. _You_ aren't going anywhere. _We_ are going to find your dad. Together."

Raine immediately made to protest.

"Ruby I can't ask you to leave your team and family behind for me."

"You're not," she assured him. "I'm going with you because I need to, because I love you too much to let you do this on your own. You're part of my team too."

"It's going to be too dangerous Rubes... we'll be hunted by Salem."

"Which means the safest place for both of us is with each other. If I stay here I'll just be putting dad and Yang in danger, but if I come with you, Salem will chase after me... away from my family. It's the only way I'll know they'll be safe."

Raine pressed his lips together and bowed his head.

"Are you absolutely sure about this...?" he asked one last time.

She kissed him once more, conviction in her eyes.

"I'll go pack my bags."

* * *

 **A/N: Oh man. It's been awhile hasn't it? Can't say I planned a hiatus that long, but starting a new career eats up a lot of time leaving little room for fic writing as this is simply a hobby of mine. The good news is that the next, and final, chapter is already in the initial draft along with notes on the sequel. I'm planning on releasing the next story in conjunction with Vol 6 as at this point I think it's safe to say this AU has taken its own turn entirely. The gang is splitting up though for some, this will be in different ways than in Canon. Keep in mind that this is how I've wanted it to go since around chapter 30. The only difficulty was piecing it all together. Expect the final chapter in a much shorter time frame.  
**

 **For those of you who mentioned Rosario Vampire, I can't say I'm familiar with that anime, or at least I assume it's an anime, so I wouldn't really be able to write a story related to that. I may check it out when I have some free time.**

 **As always, fave and follow if you haven't already and want to show your support, and drop me a review or PM if you want to talk about the latest update. You're all awesome and incredibly patient for waiting this long. See you at the end of the line!**


	53. Time To Say Goodbye

**Disclaimer: I don't own RWBY. RWBY belongs to Monty Oum and Rooster Teeth.**

* * *

In the wee early hours of morning, Ruby sat scribbling away at her desk, a black backpack with a red rose design hanging from her chair. She thought back to her days in Signal, a Huntress in training barely out of her tweens with stars in her eyes and a mind filled with heroics and fairy-tale adventures. In retrospect, her own adventure had ended up quite different. Beacon had become a second home for her, and she was quite wistful to be leaving it during its time of need. Her eyes fell to Crescent Rose as her hand grew still in its work, her beloved scythe sitting before her on the table. It had carried her through many battles in the past and hopefully through many more as she mentally prepared herself for the coming journey, a journey she was admittedly frightened to be undertaking. She drew in a shuddering breath as she finished her letter, a farewell note to her family.

"Are you ready?"

She hadn't noticed Raine come in, his voice soft and considerate. He still wasn't comfortable bringing her along with him but her mind was set. She refused to take no for an answer.

"Almost. There's just one more thing I need to do," she answered as she folded the letter into an envelope.

Switching off the dim desk light, she stood from her seat and placed the envelope upon the neatly tucked covers of her bed.

"When do you think we can come back?" she asked quietly.

"I honestly don't know," he admitted. "It's not too late Ruby. I don't want you to make a choice you'll regret."

She faced him and smiled a soft smile.

"I won't regret a thing if I'm with you."

Raine felt his heart ache for the girl he fell so deeply in love with as she stepped forward and wrapped him in an embrace under the moonlight filtering in through the window.

"I love you," he whispered.

"I love you too," came her tender answer.

She gave him a soft, loving kiss as she broke the embrace, then swung her pack upon her shoulders and stowed away Crescent Rose at the small of her back. Hand in hand, the two Caelesti quietly made their way downstairs and out of the house, their skin kissed by the cool, autumn air. They never looked back.

They walked for a time with Ruby taking the lead. Raine said nothing as she led him down an old dirt path through the woods, her demeanor taking on a more somber tone despite the certainty in her strides. This path was well known to her, the young Huntress having taken it countless times over the years. It was during long walks like these that she immersed herself fully with her surroundings; the rustle of tree limbs in the breeze, the slight crunch of frost beneath the soles of her boots foretelling the coming of Winter. She breathed in the night air deeply, the sensation clearing her mind and relaxing her body.

She subconsciously drew upon her meditation lessons that Raine had drilled into her several months ago, and all at once the forest opened up to her. She saw the open field where she had slain a pack of Beowolves shortly after her fifteenth birthday. She saw the small town surrounding Signal Academy where she and her childhood friends would run through the streets pretending to be great slayers of monsters. She saw her home, full of love and memories that she would treasure deeply, but most importantly, she saw the cliffs overlooking the vast oceans between Vale and Vacuo, as well as the marker that stood all by its lonesome in the moonlight; a white stone with a blooming rose carved into its face.

Ruby released Raine's hand and stepped forward, her boyfriend choosing to remain still and give her the space she needed. Her steps were slow and deliberate, as if she feared a quicker pace would shatter the quiet calm of night, and as she came to a halt in front of her mother's memorial stone, she lowered to her knees and began to speak.

"Hey mom. I'm not sure when I'll be able to talk to you again so I wanted to say this now before... well, I guess I should just say it. I'm leaving mom. A lot of things have happened, big things and not all of them kind, things that have really made me think about what I'm doing as a Huntress. You know, I still don't know why you left that day, not fully anyway but I think I'm beginning to understand you more. The world is hurting, and I want to help it heal. I think that's the reason why you still went on missions, still risked your life for others you barely knew, because so few others would do the same."

Ruby paused for a moment and reached into her cloak. From it she pulled a single, white rose, her fingers mindful of the thorns. She gently laid the fully bloomed flower at the foot of the marker.

"I've always asked you to watch over me my whole life, but now I'm asking for something different. Please watch over Dad and Yang from now on. Keep them safe and happy. Don't let them feel any sadness about my being gone, because I'm in good hands. Thank you mom. Thank you... for everything."

As Ruby climbed to her feet, she wiped the moisture from her eyes and took in a deep breath. A light gust of wind then rolled across the cliff, fluttering her hair with its gentle caress. She looked down at the maker one last time, her eyes tracing the epitaph she'd recited time and time again.

 _Summer Rose; Thus Kindly I Scatter_

This would be the last time in a long time she would lay her eyes upon her mother's memorial. Leaving felt so surreal, as if she was walking in a dream she couldn't escape, but it was time to be a big girl now. She turned towards her companion and gave a confident smile.

"Okay. Let's go."

* * *

Tai whistled a cheerful tune to himself as he carried a breakfast platter up the stairs. Despite everything that had happened, he was still happy to have his girls back home. Watching them leave for Beacon, particularly Ruby who got in two years early, was more difficult to bear than he expected. She really was growing up fast, but that didn't mean he couldn't savor this moments for a little while longer. With a smile on his face, he came up to the bedroom door of his youngest and knocked.

"Ruby! Rise and shine, I brought breakfast for you!" he called out.

He frowned when no reply came.

"Ruby? Are you awake sweetheart?" he called again, but was once more met with silence.

Balancing the tray in one hand, he reached forward with the other and swung open the door. To his great surprise, he was met with an empty room. Ruby was never an early riser to begin with, but maybe her time at Beacon had changed things? That was when his eyes fell upon the envelope sitting on her bed, and he dropped the tray with a clatter.

"Oh no..." he whispered and ran inside.

He immediately went to the closet to find many of her outfits to be missing. Her beloved scythe was nowhere to be found either. In a panic, he rushed out of the room and bolted towards the guest room where Raine had been staying. He was met with the same emptiness as his daughter's.

"Damn it Raine!" he bellowed, prompting Yang, Qrow, and Amber to all emerge from their own rooms.

"Jeez dad, can you get any louder?" griped Yang.

"I will once I get my hands on that menace of a teammate of yours!" he yelled fuming.

"Alright Tai, just take a deep breath," Qrow patronized with a grimace. "What has your panties tied in such a bunch this early in the morning?"

Tai shot Qrow a glare as he rounded on Amber's confused face.

"Your son ran off with my daughter!"

She blinked in response for a moment.

"That's not right. He was in his bed where I left him before I turned in," she denied as she went to check his room.

Sure enough, she was met with a perfectly made but empty bed. The clothes she had left for him on the chair were missing as well.

"Oh dear..." she sighed.

At the same time, Yang and Qrow went to investigate Ruby's room, the latter already tearing open the envelope the wayward rose had left behind. He snorted as his eyes scanned over his niece's message.

"Can't say I'm too surprised," he commented as he handed the letter over to Yang's eager hands.

"Hey Dad," Yang began as she read aloud. "Sorry I had to say goodbye like this, but if I told you in person you'd probably try to stop me. By the time you find this, Raine and I will be gone. Before you get any ideas, no we're not running away to get married. I know about the Maidens and I know about Salem, but I don't really know what it means to have eyes like mine, so I need answers. Raine is going to find his father, so I'm going with him. Please don't try to come find us. Yang's still too hot headed without you there to keep her in line, but maybe with Amber around the both of you can finally teach her to keep her temper down? Love you sis!"

Yang made a sour face at her little sister's jab. Pointedly ignoring Qrow's snickers at her expense, she continued.

"Anyway, I wanted to say that I love you all and that I'll be seeing you again someday. Your loving daughter, Ruby. P.S, tell Uncle Qrow to stop drinking so much!"

"Not gonna happen," Qrow commented with his arms crossed as Yang set aside the letter on the desk.

She sighed and looked to her uncle, ignoring Tai and Amber's bickering in the hallway.

"Well what now?" she asked, her face oddly impassive. "Should we go after them?"

"We certainly could," he answered with a shrug. "Do you want to?"

Yang hesitated for a moment. A part of her absolutely wanted to run after Ruby like Tai no doubt wanted to and drag her back by the collar, the younger girl kicking and screaming the entire way, but another part of her told her to stay put.

"Kinda yeah," she said truthfully. "Though to be honest, I was... sorta-maybe-perhaps going to do the same thing."

Qrow raised a brow at her confession.

"Yeah? With who? As far as I know, you don't have a boyfriend."

"It's... not a boy."

Qrow remained silent for the better part of a minute as he scrutinized his elder niece until relenting with a heavy sigh.

"I'm no one to judge but between Ruby disappearing, Tai raising hell, and you coming out of the closet, I really need a drink. It's not even 9 yet for God's sake."

Yang shook her head and laughed lightly as her uncle trudged out of the bedroom. Glancing one more time at Ruby's letter, she strode over to the window and threw it open, letting the cool morning air filter through. A content smile grazed her features as she leaned forward on the sill. Those two were probably headed to Vacuo if she had to guess. After all, it was Raine's home kingdom and a likely place for him to start his search.

"Keep your promise, Blue," Yang said quietly. "I'm holding you to it."

* * *

 _A smaller, more honest soul. It's true that a simple spark can ignite hope, breathe fire into the hearts of the weary. The ability to derive strength from hope is undoubtedly Mankind's greatest attribute... which is why I will use all of my power to snuff it out. How does it feel? Knowing all of your time and effort has been for nothing?_

In the ruins of Beacon Academy, swarms of Grimm roam and roost in the campus. Goliaths stride down the once brilliant causeways, scores of Creeps and Beowolves scurry between buildings and through alleys, flocks of Nevermore circle overhead and around the ravaged towers, all of them waiting... searching... at the behest of their Queen.

 _That your Guardians have failed you? That everything you've built will be torn down before your very eyes? Your faith in Mankind was not misplaced. When banded together, unified by a common enemy, they are a noticeable threat. But divide them... place doubt into their minds... and any semblance of power they once had will wash away._

In the refugee camps spread out across Patch, Atlas soldiers and Vale police officers struggle to keep two rabid crowds from descending upon each other in a blood-drunk frenzy. On one side were Humans, and on the other... were Faunus. Slurs, jeers, curses and trash were flung back and forth between the unruly masses, their anger and sorrow manifested in unbridled hatred and mistrust. Only the wary guards along the camp's perimeter as well as the supplement of Hunters who hadn't journeyed into the ruins of Vale kept wandering Grimm from entering the fray. One such Beowolf fell to the ground with a bullet hole in its skull, it's slayer doing her best to drown out the chaos she was leaving behind in the camp.

Blake took one last look over her shoulder as she clenched her favorite ribbon in her hand. She reminded herself countless times that she wasn't running or hiding, that she'd be back to fix all of the damage Adam and his followers had done, but that small sliver of doubt still festered within her like a parasite, sapping away her hopes and dreams of a better future. It was good she was leaving, for there was no telling what she might end up doing had she remained. Turning on her heel at the sound of a motorcycle's engine, she ran forward to meet with Yang and quickly climbed on board behind her partner. As Blake wrapped her arms securely around her partner's waist, Yang promptly yanked Bumblebee's throttle and sped off into the woods. The only sign of their departure was a light cloud of dust and a black ribbon left fluttering in the wind.

 _Of course they won't realize it at first. Like you, they'll cling to their fleeting hope... their aspirations... but this is merely the first move._

Weiss watched forlornly out of the cockpit of her sister's personal ship, the young Heiress gazing down upon the vast and rolling mountains of Sanus. Beacon had become her home away from home and it ached terribly to be leaving. She looked to her sister for support, the elder Schnee's face featureless and impassive as she silently piloted the craft, though she softened when she took notice of Weiss' outward uncertainty. She reached over and gave her sister's hand a reassuring squeeze with her own. No words were shared between the two, only quiet understanding.

 _So you send your guardians, your Huntsmen and Huntresses, your disheartened and broken Caelesti, and when they fail and you turn to your smaller soul, know that you send her to the same... pitiful demise._

Raine slowed and made a turn on the mountain road as he brought his motorcycle to a rolling stop, the old bike he had acquired so many months ago from the White Fang now now repainted a deep, midnight blue with his family crest on the rear fender; a hexagon with a windmill of arms spiraling into a six-pointed star as its "eye". Ruby rode on the back of the bike with her arms wrapped around his stomach, her hood pulled up and over her head. The two Caelesti looked down upon the Kingdom of Vale, saying their own goodbyes before speeding off into the wilderness under the midday sun.

And far to the East, beyond the boundaries of Mistral, beyond charted waters and familiar shores, the Lady of Grimm presided over her own, dark domain. Barren, rocky, and highlighted by massive violet crystals jutting up from the ground and pockmarks of viscous black pools from which her children were born, the Hellish landscape was a perfect home for the being known as Salem. Her gaze turned upwards to the blood red sky, dominated by the glowing form of the Shattered Moon and black clouds. Her victory was set in motion, and this time, she would let nothing stop her.

"This is the Beginning of the End, Ozpin... and I can't wait to watch you burn."

* * *

"Fiends... Humans... Faunus... misguided, destructive, selfish and cruel."

The unnatural chitterings of a Deathstalker broke the silence of the forest, its mighty form pushing its way through the foliage as it came upon the massive walls of Vale's southern border. Its crystal growths shined under the sun and cast dark reflections of purple across the ground.

" _Her_ corrupted grow greater in number, young broodlings falling, taken by whisperings of sour song. Too many... too many... must be stopped. Need to be stopped."

The Deathstalker came upon the broken body of a young Faunus, a girl of blonde hair and a monkey's tail. She lay still, her clothing in tatters and her eyes caked over with blood; blind. She was unmoving... unresponsive... yet still breathed. Whether she was conscious or dreaming, the Deathstalker didn't know as she made no reaction to its presence.

"You felt pain, felt suffering, abandoned like us... by those you call friend," it hissed as it kneeled down before her. "But you live, struggle, cling to life. Like us."

It reached forward with its tail, the Deathstalker mindful of the razor sharp stinger filled with venom as it curled around the girl's body. Reverently, it picked her up with the greatest of care, like she was a porcelain doll at risk of shattering under the slightest of pressure. She was gently and securely lain between the Deathstalker's crystals, so that there was no risk of her falling off during the long march home.

"Merciful Fiend spared this Broodmother, so you too shall be spared. This is not your end, Faunus. You will help us... you will save us... you will defeat Usurper of Darkness."

Nothing more came from the Deathstalker as it turned and retreated into the forests. The Old Ones had spoken, and this one was Chosen. The Time of Man was ending, for they have been abandoned by their Gods... but life would endure as it always had... in one form or another.

* * *

 **A/N: We're here folks. With this chapter, I can say with certainty that the Warriors With Silver Eyes has come to an end and I have to admit, I'm both sad and relieved that I can mark this work as Complete. When I started this story back in 2016, I had no idea it would come this far or be as well received as many of you have expressed in reviews and PMs, and the overwhelming support I've had from the community is nothing short of incredible. It's because of all of you that we've made it to this point, and you have my unending gratitude.**

 **So yes, this chapter is quite short in comparison to many others, but at this point I was down to picking which loose ends I wanted to tie up here and which ones I would leave for resolving in the Sequel which I have tentatively slated for a Fall release along with Vol 6. This story needed a send off, so I left just enough (hopefully) to keep folks interested without saying so much that it was dragged out. Either way, to quote Frodo Baggins on the shores of Mount Doom; "It's done."**

 **As always, leave a review or send a PM if you want to discuss this final chapter or ask questions about the Sequel, though don't expect me to give away any major plot points haha. For now though, it is time for rest as I let my creative muses recharge. It's time to say goodbye for now. This is ZENxRaider23 signing off.**


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